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Delaware Supreme Court Finds Directors May have Breached Caremark Duties by Failing to Oversee Compliance Risks; Rules Personal and Business Relationships Undermined Director's Independence
Matthew W. Abbott
Scott A. Barshay
Ariel J. Deckelbaum
Ross A. Fieldston
Andrew G. Gordon
Jaren Janghorbani
Jeffrey D. Marell
Robert B. Schumer
Taurie M. Zeitzer
Frances F. Mi
Jason S. Tyler
June 25, 2019 Download PDF
Recently in Marchand v. Barnhill, the Delaware Supreme Court, sitting en banc, reversed the Court of Chancery's dismissal of claims alleging that the directors of Blue Bell Creameries USA, Inc. acted in bad faith by failing to implement board-level oversight of compliance and reporting systems (so-called "Caremark claims") with regard to the company's food safety operations. The Marchand opinion, written by Chief Justice Strine, reiterates that complete delegation by a board of compliance functions to management may constitute a failure to implement and monitor an oversight system in breach of directors' duty of loyalty.
In the same opinion, the court also ruled that a director lacked independence due to "very warm and thick personal ties of respect, loyalty, and affection" between the director and the Chairman and CEO's family, continuing a trend of relatively recent cases where long-standing personal friendships have been found to raise director independence concerns.
Blue Bell was one of the country's largest manufacturers of ice cream—the company's primary product. Following years of problematic food safety inspections at certain of its plants, a 2015 listeria outbreak caused the death of three people and resulted in the company's recalling all of its products, shutting down production at all of its plants and laying off a large portion of its workforce. The shutdown caused Blue Bell to suffer a liquidity crisis, leading the company to accept a dilutive private equity investment. The plaintiff, a Blue Bell stockholder, brought a Caremark claim against the board and also accused two of the company's officers (including the Chairman and CEO) of breaching their fiduciary duties of care and loyalty in allowing these food safety risks to have had such a consequential effect on the company's business. The Court of Chancery dismissed the Caremark claim against the board and also dismissed the claim against the officers, ruling that a majority of the board was independent and, therefore in this case, the plaintiff was required to make a so-called pre-suit "demand" asking the board to bring the lawsuit against the officers on behalf of the company.
On appeal, the Delaware Supreme Court reversed the dismissal of the plaintiff's claims.
Plaintiff's Caremark claims survive a motion to dismiss because he adequately pled a reasonable inference that the board had taken no efforts to put in place a board-level compliance and reporting system. Although acknowledging that Caremark claims are "difficult to plead and ultimately to prove out," the court reiterated that Caremark's "bottom-line requirement" is that "the board must make a good faith effort—i.e., try—to put in place a reasonable board-level system of monitoring and reporting." The court then ruled that the plaintiff's allegations supported a reasonable inference that no compliance system or protocols regarding food safety had been established by the board, despite food safety being "essential and mission critical" to a monoline food producer like Blue Bell. Those allegations included, among others, that the board's meeting minutes did not reference the topic, the board had not charged any committee with overseeing food safety, no board-level process to address food safety issues existed and the company had not adopted any protocol requiring management to deliver (nor did management deliver) key food safety reports and developments to the board on a consistent basis, despite several "yellow and red flags" that management knew about.
The plaintiff was not required to make a pre-suit demand on the board regarding his claims against the officers because a majority of the board lacked independence from the company's Chairman and CEO. The Court of Chancery had ruled that seven directors—one director less than a majority—lacked independence from Blue Bell's Chairman and CEO, but the majority of the board would have been able to impartially consider a pre-suit demand to initiate litigation against the officers and, therefore, the plaintiff was required to make such a demand as to those claims. The Supreme Court reversed, noting that an eighth director's advancement in the company over the span of his 28-year career was due in large part to the CEO's father, as well as the fact that the CEO's family had led a campaign to raise $450,000 to have a building at a local university named after the director. The court concluded that these allegations supported an inference that the director "owes an important debt of gratitude and friendship to [the CEO's] family" and suggest a "deep and long-standing friendship[]." "[A]ny realistic consideration of independence must give weight to these important relationships and their natural effect on the ability of the parties to act impartially toward each other," the court reasoned. The fact that the director had voted against the CEO to separate the roles of Chairman and CEO did not undermine the court's conclusion that the director lacked independence to assess a demand, as the court reasoned that voting on an issue of corporate governance could be very different from a decision on whether or not to initiate litigation.
The Marchand decision illustrates the importance of establishing a reasonable system at the board level for monitoring and reporting regulatory and compliance issues because, while Caremark claims are difficult to sustain, the threshold is not insurmountable. In Marchand, it was the alleged absence of any such monitoring and reporting system at the board level that permitted the claim to survive and, in turn, created potential liability for the Blue Bell directors. Even though the management team was aware of "yellow and red flags," the alleged absence of any policy or protocol requiring management to inform the board of those issues supported an inference that the directors may have breached their duty of loyalty. The court acknowledged that directors have "great discretion to design context- and industry-specific approaches tailored to their companies' businesses and resources"—such as delegation to a relevant committee, a regular protocol requiring board-level reports about the relevant risks, or the use of third-party monitors, auditors or consultants—but held that complete abdication of the regulatory and compliance function to management is not acceptable. From a practical standpoint, the opinion also is a reminder of the importance of clearly documenting board-level discussions relating to these oversight and reporting regimes in the board's meeting minutes, as the absence of references to food safety discussions in the company's existing minutes supported an inference at the motion to dismiss stage of this litigation that no such discussions had occurred, whether or not that will ultimately be proven to be true.
Additionally, the opinion offers further guidance on the types of personal and professional relationships that will call into question a director's independence. As noted by the court, "deep and long-standing friendships," like the one at issue here, may cast doubt on a director's ability to act impartially.
M&A at a Glance - 2020 Year-End Roundup
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M&A at a Glance (July 2020)
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CFIUS Imposes Filing Fees
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M&A at a Glance (April 2020)
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Delaware Governor Issues Emergency Order Permitting Notice of Virtual-Only Shareholder Meetings by Exchange Act Filing and Press Release
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The Coronavirus: Certain Considerations for Public Companies
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M&A at a Glance (March 2020)
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Is the Coronavirus a Material Adverse Effect?
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SEC Reporting Companies: Considering the Impact of the Coronavirus on Public Disclosure and Other Obligations
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Delaware Court of Chancery Provides Guidance around Special Committee Approvals in Non-Controller Conflicted Transactions
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Final CFIUS Regulations Implementing the Foreign Investment Risk Review Modernization Act of 2018 Are Now in Effect
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M&A Perspectives: Japan - Focus on Activism
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M&A at a Glance (February 2020)
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Steven Williams to Speak at AON'S Transaction Solutions Symposium
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A Review of 2019 U.S. Private Equity Trends and Expectations for 2020
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Delaware Supreme Court Requires Stockholders to Comply or Object to Supplemental Information Requests by Deadline
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2019 was the strongest year for U.S. M&A activity since 2015, but global M&A activity slowed compared to 2018 levels.
M&A activity declined across most measures in December 2019.
Scott Barshay Featured in WSJ Article on M&A Activity in 2019
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M&A at a Glance (December 2019)
M&A activity in the U.S. and worldwide was mixed in November. The number of deals continued to fall with a decline of 13.5% in the U.S., to 721, and of 7.7% globally, to 2,710. At the same time, total deal value rose by 48.3% in…
M&A activity in the U.S. and worldwide was mixed in October. The number of deals continued to fall with a decline of 11.2% in the U.S., to 744, and of 8.1% globally, to 2,708. At the same time, total deal value rose by 37.5% in…
Recent Delaware Decisions Signal Renewed Focus on Board-Level Compliance Oversight
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Paul, Weiss Expands M&A Practice With Hire of Laura Turano
M&A lawyer Laura Turano has joined the firm as a partner in the Corporate Department.
M&A activity in the U.S. and worldwide declined against many indicators in September, confirming numerous recent reports that dealmaking has taken a downturn.
CFIUS Issues Proposed Regulations for Implementation of the Foreign Investment Risk Review Modernization Act of 2018 – Expanded Jurisdiction and New Mandatory Filings
On September 17, 2019, the Treasury Department released two sets of proposed regulations designed to implement the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA") (which became law on August 13, 2018), along with a …
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2019.
September 2019 Private Equity Digest
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M&A activity in the U.S. and worldwide weakened in August across almost all indicators.
M&A activity in the U.S. and globally generally weakened in July. The only bright spots were an increase in the number of deals globally, by 6.9%, to 2,893 deals and an increase in certain sponsor-related and crossborder activity.
Delaware Court of Chancery Bases Appraisal Value on Unaffected Market Price
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M&A activity in the U.S. and globally in June was mixed. While the number of deals decreased by 23.7% in the U.S., to 655 deals, and by 13.2% globally, to 2,487 deals, the total value of deals increased significantly, by 122.3% in …
Delaware Court of Chancery Holds Controlling Stockholder Merger May Have Violated Section 203; Stockholders May Enforce Related Standstill
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Leading Private Equity Lawyer Sarah Stasny Joins Paul, Weiss
Sarah Stasny is joining the firm as a partner in the Corporate Department.
Recently in Marchand v. Barnhill, the Delaware Supreme Court, sitting en banc, reversed the Court of Chancery's dismissal of claims alleging that the directors of Blue Bell Creameries USA, Inc. acted in bad faith by failing to…
June 2019: Private Equity Digest
In this issue of the Private Equity Digest, we continue our discussion with Paul, Weiss M&A partner and Corporate Department Deputy Chair Ariel J. Deckelbaum and Paul, Weiss M&A partner Ellen Ching on GP stakes investing, with …
M&A activity in the U.S. and globally for the month of May was generally consistent with April levels. The most notable changes in May were an increase in the number of sponsor-related deals by almost 75% to 187 in the U.S. and by …
Scott Barshay to Participate in International M&A Conference
Corporate partner Scott Barshay will moderate a panel at the 18th Annual International Mergers & Acquisitions Conference.
M&A activity in the U.S. and globally generally fell in the month of April. The number of U.S. deals decreased by 15.6%, to 622, and the number of global deals decreased by 10.3%, to 2,530. However, the total value of U.S. deals…
Supreme Court Passes–For Now–on Rejecting an Implied Private Right of Action for Tender Offer Claims
On April 23, 2019, the Supreme Court issued a one-line per curiam order in Emulex v. Varjabedian: "The writ of certiorari is dismissed as improvidently granted."
April 2019: Private Equity Digest
In this issue of the Private Equity Digest, we look at current trends in GP stakes investing in an interview with Paul, Weiss M&A partner and Corporate Department Deputy Chair Ariel J. Deckelbaum and Paul, Weiss M&A partner…
Delaware Supreme Court Rejects Reliance on Trading Price in Appraisal Action; Orders Award of Deal Price Minus Synergies
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In March, M&A activity remained generally slow in the U.S. but showed strong signs of recovery globally. The total value of U.S. deals decreased by 14.3 percent to $116.21 billion, while the total value of global deals increased…
Delaware Supreme Court Clarifies MFW's "Ab Initio" Requirement and Partially Reverses Chancery Court Dismissal
In Olenik v. Lodzinski, the Delaware Supreme Court held that plaintiffs had sufficiently pled facts that the dual protections of a special committee and majority-of-the-minority-vote under the MFW roadmap was not in place before the…
M&A activity in February 2019 generally slowed in the U.S. and globally. Deal volume by dollar value decreased by 25.6 percent to $152.24 billion in the U.S., and by 30.3 percent to $248.57 billion globally. Further, the number of …
Ross Fieldston to Participate in Tulane Corporate Law Institute
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Betty Yap, Hans-Günther Herrmann and Rui Bu Discuss China's Draft Foreign Investment Law
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M&A activity in January 2019 generally increased in the U.S. and globally. Deal volume by dollar value increased by 199.5 percent to $203.96 billion in the U.S., and by 57.5 percent to $354.57 billion globally.
2018 Year-End U.S. Legal & Regulatory Developments Affecting Canadian Companies
In this video, corporate partners Chris Cummings and Andrew Foley discuss significant U.S. legal and regulatory developments during 2018 that may be of interest to Canadian companies and their advisors.
January 2019: Private Equity Digest
M&A at a Glance – 2018 Year-End Roundup
2018 was an up-year for M&A as compared to 2017, notwithstanding some weakness toward the year's end.
M&A activity in December 2018 declined across most measures. While M&A activity reached 12-month lows both globally and in the U.S., the declines in the U.S. were significantly more pronounced.
Scott Barshay Featured in WSJ Article on M&A in 2018
Corporate partner Scott Barshay is featured in a Wall Street Journal article featuring market commentary by the 7 top bankers and lawyers involved in the biggest M&A deals of 2018.
Jeff Marell Quoted in Reuters Article on Potential Drop in M&A in 2019
Corporate partner Jeffrey Marell is quoted in a Reuters article discussing a potential drop in mergers and acquisitions worldwide in 2019.
Scott Barshay Quoted in Financial Times Article on Global Dealmaking
Corporate partner Scott Barshay was quoted in a Financial Times article discussing the deceleration of global dealmaking in recent months.
With the exception of sponsor-related transactions, M&A activity in November 2018 generally declined.
Delaware Court of Chancery Declines to Dismiss Claims against Conflicted CEO
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Directors Denied Corwin Protection Due to "Information Vacuum"
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M&A activity in October 2018 remained mixed, but included more positive indicators compared to September and the general declining trend line so far this year.
Q3 & Q2 2018 U.S. Legal and Regulatory Developments Affecting Canadian Companies
In this video, corporate partners Andrew Foley and Ted Maynard discuss significant U.S. legal and regulatory developments during the third and second quarters of 2018 that may be of interest to Canadian companies and their advisors.
CFIUS Adopts Pilot Program that Imposes Mandatory Filing Requirement for Foreign Acquisitions and Investments Involving Critical Technology in Certain Industry Sectors
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October 2018: Private Equity Digest
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M&A activity in September 2018 was mixed compared to August levels, but generally reflected an overall continuing downward trend starting in April of this year. Deal volume by dollar value decreased in the U.S. by 44.5% to $77.06 …
Delaware Supreme Court Clarifies That "ab initio" for MFW Purposes Means before the Start of Substantive Economic Negotiations
In Flood v. Synutra International, Inc., the Delaware Supreme Court affirmed the Court of Chancery's holding that the controlling shareholder satisfied MFW's "ab initio" requirement by conditioning the deal on the required procedural…
Five Paul, Weiss Partners to Participate in Annual IBA Conference
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Steve Williams Discusses Best Practices in Activist Defense With The Deal
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M&A activity in August continued the recent downward trend in number of deals across most sectors, while showing more mixed results as measured by total dollar value.
M&A activity in July 2018 continued the recent downward trend in number of deals across most sectors and mixed results as measured by deal volume by dollar value.
President Trump Signs CFIUS Reform Legislation
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Delaware Court Clarifies When MFW's Protections Must be in Place Under "Ab Initio" Requirement
The recent Delaware Court of Chancery opinion in Olenik v. Lodzinski held that the parties to an acquisition had met the now well-known roadmap for controller transactions to receive business judgment review under Kahn v. M&F…
July 2018: Private Equity Digest
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M&A activity in June 2018 weakened from last month across most measures, although still generally strong for the first half of the year. The total number of deals decreased in the U.S. by 28.6% to 528 and globally by 17.5% to…
Corporate partner Scott Barshay was quoted in a Financial Times article discussing the record-breaking pace of global dealmaking, which reached $2.5 trillion in the first half of 2018.
FTC Seeks Public Input in Advance of Hearings on the Future of Competition and Consumer Protection Enforcement
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Delaware Court Dismisses Misappropriation Claim Against Private Equity Firm for Investing in Competing Company
Recently the Delaware Court of Chancery dismissed claims that a private equity firm and affiliated funds misappropriated trade secrets acquired from their portfolio company via their director designees and then misused the information …
President Trump Decides Not to Impose New Foreign Investment Restrictions against China; Opts Instead to Support CFIUS Reform Legislation in Congress
As an outgrowth of the Section 301 investigation that was conducted by the Office of the U.S. Trade Representative concerning China's laws, policies, practices and actions related to technology transfer, intellectual property and…
Delaware Court of Chancery Finds It "Reasonably Conceivable" That Two Minority Stockholders Form Control Group
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In this edition of the Paul, Weiss Private Equity Digest, we discuss key considerations for private equity transactions resulting from the new tax law. This is part one of a two-part article.
M&A activity in May 2018 generally weakened from last month. The total number of deals decreased in the U.S. by 1.2% to 667 (the second-lowest level in the last 12-month period) and globally by 4.8% to 2,759 (the lowest level in…
Scott Barshay, Jeffrey Marell and Steven Williams Participate in The Deal's Corporate Governance Conference
Corporate partners Scott Barshay, Jeffrey Marell and Steven Williams spoke at The Deal's 2018 Corporate Governance conference, an exclusive gathering of corporate decision makers and their advisors to discuss strategies and challenges …
Stockholders of Parent-Target Not Entitled to Appraisal Rights in Merger Involving Transfer of Control
Recently, the Delaware Court of Chancery held that stockholders of Dr Pepper Snapple Group, Inc. were not entitled to appraisal of their shares in connection with a reverse triangular merger involving a subsidiary of Dr Pepper and the …
M&A activity in April 2018, as measured by number of deals, dipped from March 2018 levels in the U.S. and globally across every metric. The total number of deals decreased by 15.2% to 669 in the U.S. and 9.7% to 2,771 globally.
The Proposed CFIUS Reform Bill's Potential Impact on Private Equity
As the possibility of trade and other protectionist policies looms in the U.S. and globally, we highlight the pending Foreign Investment Risk Review Modernization Act of 2017 (FIRRMA) and its potential impact on private equity.
M&A activity gained momentum in March 2018, capping the strongest opening quarter in the history of M&A at a Glance. In the U.S., deal volume returned to January levels, increasing by 109.6% to $174.10 billion. Globally,…
Taurie Zeitzer Profiled in Diversity & The Bar Article on Women in M&A
M&A partner Taurie Zeitzer was featured as a top M&A lawyer in the Spring 2018 issue of Diversity & The Bar magazine.
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice from the first quarter of 2018.
March 2018: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we discuss the complex issues that can arise when parties in private transactions negotiate how to split transaction tax deductions, as illustrated by the recent Delaware…
Despite an increase in M&A activity over the past three months, deal trends in February 2018 retreated towards their 12-month averages, following banner months in November and December, both of which featured some of the largest…
Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price
Recently in In re Appraisal of AOL Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Glasscock, relied solely on its own discounted cash flow ("DCF") analysis to appraise the fair value of AOL Inc. below the deal…
Delaware Court of Chancery Appraises Company below Merger Price Based on Unaffected Market Price
Recently in Veriton Partners Master Fund Ltd v. Aruba Networks, Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Laster, appraised the fair value of Aruba Networks, Inc. to be about 30.6% less than the agreed…
In this month's M&A at a Glance, we review the most significant trends in M&A activity in January 2018.
New York Court Declines to Approve Disclosure-Only Settlement, Even Under More Lenient Gordon Standard
The New York Supreme Court recently declined to approve what the court described as a "peppercorn and a fee" disclosure-only settlement in a public company M&A litigation, noting that while until recently most courts would…
In this edition of the Paul, Weiss Private Equity Digest, we review private equity M&A market trends from 2017 and look ahead to 2018.
M&A at a Glance: 2017 Year-End Roundup
In the M&A at a Glance 2017 Year-end Roundup, we review the most significant trends in M&A activity in 2017. Global and U.S. deal volume decreased 3.2% and 10.5%, respectively, from 2016 levels.
Video Summary: M&A at a Glance - 2017 Year-End Roundup
2017 was an active year for M&A, though year-end results did not surpass the records set in 2016.
In this month's M&A at a Glance, we review the most significant trends in M&A activity for the month of December.
Q4 2017 U.S. Legal & Regulatory Developments Affecting Canadian Companies
In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the fourth quarter of 2017 of interest to Canadian companies and their advisors.
Delaware Supreme Court Holds Ratification Defense Inapplicable to Certain Discretionary Incentive Plan Awards
The Delaware Supreme Court recently held that stockholder ratification of an equity incentive plan that affords directors discretion in making awards to themselves cannot be used to prevent the Court of Chancery from reviewing further …
Delaware Court of Chancery Applies MFW to Dismiss Challenge to Reclassification
Recently, the Delaware Court of Chancery clarified that the MFW framework to invoke business judgment review applies generally to any conflicted controller transaction, including the reclassification that was challenged in the case at …
Delaware Supreme Court Reverses Dell Appraisal Decision, Urging Reliance on Deal Price
In this month's M&A at a Glance, we review the most significant trends in M&A activity for the month of November.
Delaware Court of Chancery Specifically Enforces Oral Settlement Agreement with Activist Investor
Recently the Delaware Court of Chancery used its equitable powers to specifically enforce a disputed oral settlement agreement in a proxy contest resulting in two dissident directors being seated on the company's board. The court…
Delaware Court of Chancery Dismisses Fiduciary Duty Claims Despite Inapplicability of Corwin
Recently in van der Fluit v. Yates, the Delaware Court of Chancery dismissed fiduciary duty claims against the board of a company stemming from its acquisition, even though the court concluded that business judgment review did not…
In this month's M&A at a Glance, we review the most significant trends in M&A activity for the month of October. Global deal volume by total value increased by 1.8%, whereas deal count decreased by 13.7%. In the U.S., deal…
Ross Fieldston to Speak at Business-Government Relations Council's Annual Meeting
Corporate partner Ross Fieldston will speak on the topic of M&A in regulated industries at the Business-Government Relations Council's 2017 Annual Meeting.
M&A at a Glance
In this month's M&A at a Glance, we review the most significant trends in M&A activity for the month of September.
In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the third quarter of 2017 of interest to Canadian companies and their advisors.
Preferred Stock Minority Investments in the Private Equity Context
Corporate partners Angelo Bonvino and Ted Ackerman co-authored an article, "Preferred-Stock Minority Investments in the Private Equity Context," for Lexis Practice Advisor.
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2017
Larry Witdorchic to Participate in PLI Conference on Tax Strategies in M&A
Employee benefits partner Larry Witdorchic will speak on a panel at the Practising Law Institute's upcoming conference on 2017 Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings,…
Hans-Günther Herrmann Speaks on Developments in China's Foreign Investment Regime
Corporate counsel Hans-Günther Herrmann gave a seminar to the French Chamber of Commerce and Industry in Hong Kong on China's regime for foreign investments.
In this month's M&A at a Glance, we review the most significant trends in M&A activity for the month of August.
Delaware Court of Chancery Extends M&F Worldwide Doctrine to Third Party Transactions with a Selling Controller
Recently, the Delaware Court of Chancery extended the Kahn v. M&F Worldwide roadmap for invoking business judgment review in controller buyouts to third-party transactions where the controller acts as a seller only, but is…
China Publishes Official Guidelines on Overseas Investments
On August 17, 2017, the Chinese Government published new regulatory guidelines regarding overseas investments, the Opinions on Further Guiding and Regulating the Directions of Overseas Investments (the "Guiding Opinions").
In this video, corporate partners Andrew Foley and Ted Maynard discuss the significant U.S. legal and regulatory developments during the second quarter of 2017 of interest to Canadian companies and their advisors.
In this month's M&A at a Glance, we review the most significant trends in M&A activity for the month of July.
Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price
In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's determination of the fair value of DFC Global Corporation, finding that the Court of Chancery erred in not giving greater weight to the deal price. The …
Steve Williams Discusses Activism Defense With The Deal
In this video, corporate partner Steve Williams speaks with The Deal's Ron Orol about activist defense, including strategies for activist preparedness.
Jeff Marell Discusses Delaware Appraisal Decisions with The Deal
In this video, Jeff Marell, corporate partner and co-head of the Mergers and Acquisitions Practice, speaks with The Deal's David Marcus about recent Delaware Court of Chancery decisions in Petsmart and SWS Group and their impact on…
In this month's M&A At a Glance, we review the most significant trends in M&A activity for the month of June.
Video Summary: M&A at a Glance, July 2017
M&A activity generally declined in June 2017, both in terms of deal volume and number of deals.
In this month's M&A at a Glance, we review the most significant trends in M&A activity for the month of May.
Video Summary: M&A at a Glance, June 2017
M&A activity showed mixed results in May 2017, both in terms of deal volume and number of deals.
Delaware Court of Chancery Finds Vote Coercive and Insufficient to Cleanse Board Action
In a recent decision, the Delaware Court of Chancery held that a stockholder vote approving both stock issuances and the grant of a voting proxy to the company's largest stockholder was "structurally coerced" and therefore…
Recent Delaware Court of Chancery Appraisal Decisions Continue to Highlight Reliance on Deal Price to Determine Fair Value Absent a Problematic Sale Process
Two decisions by the Delaware Court of Chancery in the past two weeks reached seemingly disparate outcomes on fair value for the companies involved, but together stand for the general trend of recent appraisal decisions that deal…
Scott Barshay and Jeffrey Marell to Participate at The Deal's Corporate Governance Conference
Corporate partners Scott Barshay and Jeffrey Marell will participate at The Deal's upcoming conference, "Corporate Governance 2017: Navigating New Challenges to Value Creation."
May 2017: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we discuss appraisal risk in private equity transactions and possible ways to address this risk.
Matthew Abbott Speaks on Trends in the Private Equity Market in Forbes Q&A
In a Q&A for Forbes, corporate partner Matthew Abbott speaks on changes in the private equity market, and addresses mega-buyout funds, the expansion of funds' geographic focus, the outlook for the economy, and the market's effect…
Paul, Weiss Adds Prominent M&A Lawyer in London
Paul, Weiss, Rifkind, Wharton & Garrison LLP announced today that Alvaro Gomez de Membrillera Galiana has joined the firm as a partner in its Mergers & Acquisitions Group, resident in the London office.
Client Alert: Delaware Court of Chancery Dismisses Breach of Fiduciary Duty
Recently, the Delaware Court of Chancery dismissed a fiduciary duty claim and a request for a quasi-appraisal remedy in connection with the acquisition of Cyan, Inc. by Ciena Corporation.
In this month's M&A At A Glance, we review the most significant trends in M&A activity for the month of April.
Video Summary: M&A at a Glance, May 2017
Global M&A activity declined by most measures in April 2017, while the U.S. showed more mixed results.
Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Because Merger Resulted in Loss of Standing
In In re Massey Energy Company Derivative and Class Action Litigation, the Delaware Court of Chancery recently dismissed shareholders' derivative and putative direct claims alleging that Massey's former directors and officers caused…
Q1 2017 U.S. Legal Developments Affecting Canadian Companies
There was a flurry of U.S. legal and regulatory developments during the first quarter of 2017.
Global M&A activity in March 2017 was generally stronger than in February and also outperformed U.S. activity, where a decline in average deal size overshadowed an increase in the number of deals.
Video Summary: M&A at a Glance, April 2017
Global M&A activity was generally stronger in March 2017 and outperformed U.S. activity, where a decline in average deal size overshadowed an increase in the number of deals.
Betty Yap and Hans-Günther Herrmann Co-Author Article on China's Insurance M&A Reform
Corporate partner Betty Yap and counsel Hans-Günther Herrmann co-authored an article in the April issue of China Law & Practice.
Delaware Court of Chancery Holds That Stockholder Vote on Equity Incentive Plan Ratifies Later Awards
In a recent decision in In re Investor Bancorp, Inc. Stockholder Litigation, the Delaware Court of Chancery held that a fully informed stockholder vote approving adoption of an equity incentive plan also ratified subsequent equity…
Delaware Court of Chancery Declines to Apply 'Corwin' to Dismiss Post-Merger Claims against Directors in Stockholder-Approved Merger
In a recent decision in In re Saba Software, Inc. Stockholder Litigation, the Delaware Court of Chancery demonstrates the limits of the application of the business judgment rule under Corwin v. KKR Financial Holdings LLC. The court…
Ross Fieldston Participates in Tulane University Law School's Annual Corporate Law Institute
Corporate partner Ross Fieldston participated in a panel at Tulane University Law School's 29th Annual Corporate Law Institute.
M&A activity generally declined in February 2017, both globally and in the U.S. Total deal volume, as measured by dollar value, decreased globally by 30.1% to $202.45 billion, and in the U.S. by 3.7% to $106.47 billion.
Video Summary: M&A at a Glance, March 2017
M&A activity generally declined in February 2017, with total deal volume and the number of transactions falling in the U.S. and globally.
M&A activity showed mixed results in January 2017, with the global market generally down and the U.S. market generally up.
Judie Ng Shortell Examines Global Trends Fueling Chinese Deal Activity
In a Q&A titled "M&A Madness," corporate partner Judie Ng Shortell discusses the hottest trends fueling Chinese deal activity, solutions to top regulatory issues and vital tips for foreign and domestic M&A parties.
Video Summary: M&A at a Glance, January 2017
While 2016 was strong overall, M&A activity in December 2016 was mixed.
2016 U.S. Legal and Regulatory Developments
The following is a roundup of significant U.S. legal and regulatory developments during 2016 of interest to Canadian companies and their advisors.
Client Alert: Delaware Court of Chancery Dismisses Complaint Seeking Quasi-Appraisal Remedy Based on Post-Closing Disclosure Claims
In In re United Capital Corp. Stockholders Litigation, the Delaware Court of Chancery granted the defendants' motion to dismiss a complaint filed by a former minority stockholder of United Capital Corporation seeking "quasi-appraisal" …
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several Delaware cases of significance to the M&A practice.
Client Alert: Reported Foreign Exchange Restrictions in China Affect Outward Remittances
Chinese media have recently reported delays in remittance of funds for outbound direct investment transactions, as well as certain other forms of repatriations of funds out of China due to enhanced enforcement of foreign exchange…
Client Alert: M&A at a Glance (December 2016)
After the spike in activity due to megadeals in October, M&A activity returned in November to more normalized levels both in deal volume and number of deals. Total deal volume in the U.S. and globally declined in November…
Hans-Günther Herrmann Speaks on China's Foreign Direct Investment Reform
Corporate counsel Hans-Günther Herrmann gave a seminar to the French Chamber of Commerce and Industry in Hong Kong on recent trends and developments in China's Foreign Direct Investment and Foreign Invested Enterprises reforms.
M&A volume in October 2016 increased to record levels, as measured by total dollar value, largely due to a spike in the number of megadeals, with eight October deals valued at or above $10 billion dollars. Total deal volume…
Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements
The Securities and Exchange Commission has voted 2 to 1 to propose to require the use of universal proxy cards by both companies and dissidents in contested director elections. While both sides would still be able to use…
In this edition of the Paul, Weiss Private Equity Digest, we discuss China-U.S. crossborder deal risks for U.S. sellers and possible ways to address those risks.
Client Alert: Q3 2016 U.S. Legal and Regulatory Developments
The following is our summary of significant U.S. legal and regulatory developments during the third quarter of 2016 of interest to Canadian companies and their advisors.
M&A activity in September 2016 rebounded across most metrics as compared to August 2016, both in the U.S. and globally.
Client Alert: Delaware Court of Chancery Applies Business Judgment Rule to Going-Private Transaction Based on 'M&F Worldwide'
In In re Books-A-Million, Inc. Stockholders Litigation, the Delaware Court of Chancery dismissed the fiduciary duty claims of former minority stockholders following a going-private, squeeze-out merger because the transaction…
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including Narayanan v. Sutherland, Larkin v. Shah, In re Riverstone National, Inc. Stockholder…
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Failure to Show Disloyalty or Bad Faith
In Nguyen v. Barrett, the Delaware Court of Chancery dismissed post-closing claims that the board acted disloyally or in bad faith by failing to make the challenged disclosures.
Judie Ng Shortell to Speak at ALM Corporate Counsel Forum
Corporate partner Judie Ng Shortell will take part in ALM's annual Corporate Counsel Forum Beijing.
Scott Barshay to Participate in PLI's Hot Topics for In-House Counsel Event
Corporate partner Scott Barshay will speak at the Practising Law Institute's "Hot Topics for In-House Counsel" seminar.
Video Summary: M&A at a Glance, September 2016
M&A activity in August 2016 declined across most metrics both in the U.S. and globally.
Kaye Yoshino to Speak at ABA's International Law Conference in Japan
Corporate partner Kaye Yoshino will take part in the 2016 Fall Meeting of the American Bar Association's Section of International Law.
M&A activity declined by most measures in July 2016. Deal volume, as measured by dollar value, decreased in the U.S. by 25.8% to $126.52 billion, and globally by 2.3% to $326.23 billion. The total number of deals…
Video Summary: M&A at a Glance, August 2016
M&A activity declined by most measures in July 2016. In this video, corporate partner Ariel Deckelbaum discusses the latest changes in U.S., global and sponsor-related M&A activity.
Scott Barshay Quoted in Financial Times on Decline in U.S. Lawsuits Contesting Takeovers
Corporate partner Scott Barshay was quoted in a Financial Times article titled "US Lawsuits Contesting Takeovers Plunge After Trulia Ruling."
Paul, Weiss Adds Four Prominent Antitrust Lawyers
Charles F. (Rick) Rule, Jonathan S. Kanter, Joseph J. Bial and Andrew J. Forman have joined the firm as partners in its Antitrust Group, resident in Washington, D.C.
The following is our summary of significant U.S. legal and regulatory developments during the second quarter of 2016 of interest to Canadian companies and their advisors.
Scott Barshay Quoted in FT Article About UK M&A Opportunities After Brexit
Corporate partner Scott Barshay was quoted in a Financial Times article, titled "UK M&A Opportunities Open up After Brexit," which discusses whether falling share prices and the devaluation of sterling is lifting…
M&A activity in June 2016 was relatively flat, compared to the last two months. In this video, corporate partner Ariel Deckelbaum discusses the latest changes in U.S., global and sponsor-related M&A activity.
Corporate Partners Co-Author Article on the Delaware Court of Chancery's Ruling in In re Volcano Corporation Stockholder Litigation
Corporate partners Scott Barshay, Ariel Deckelbaum, Ross Fieldston, Stephen Lamb and Jeffrey Marell authored a client memorandum, titled "Expansion of the BJR to Stockholder Approval of 'Medium Form' Mergers."
Client Alert: Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss the 2016 Amendments to the Delaware General Corporation Law as well as several cases of significance to the M&A practice, including In re Appraisal …
Delaware Court of Chancery Holds That Tendering Stockholders in a "Medium Form" Merger Have the Same Cleansing Effect as
In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery held that the acceptance of a first-step tender offer by fully informed, disinterested, uncoerced stockholders representing a majority of a…
Client Alert: Delaware Court of Chancery Holds That Outside Counsel's Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement
In The Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Court of Chancery held that an acquirer in a merger did not fail to use "commercially reasonable efforts" to obtain a tax opinion from its tax…
The M&A market continued to stabilize in May 2016, after what has been a slow start to the year.
The M&A market continued to stabilize in May 2016, after a slow start to the year.
Client Alert: Delaware Court of Chancery Holds That Board's Decision to Disregard Speculative Projections Did Not Support Claim of Bad Faith
In In re Chelsea Therapeutics International Ltd. Stockholder Litigation, the Court of Chancery dismissed claims that the board of a target company acted in bad faith and breached its duty of loyalty by instructing its financial…
The M&A market was mixed in April 2016, with the U.S. market generally faring better than the global market.
Client Alert: Delaware Supreme Court Upholds Dismissal of Aiding and Abetting Claim against Financial Advisor Where Merger is Approved by Fully Informed, Disinterested Stockholder Vote
In Singh v. Attenborough, the Delaware Supreme Court upheld the dismissal of breach of fiduciary duty claims against directors of a target corporation and aiding and abetting claims against the target's financial advisor in…
Client Alert: New York Court of Appeals Adopts Delaware's Roadmap for Business Judgment Review
In the recent decision of In the Matter of Kenneth Cole Productions, Inc. S'holder Litig., the New York Court of Appeals adopted for New York corporations Delaware's standard of review for controlling stockholder going-private…
The following is our summary of significant U.S. legal and regulatory developments during the first quarter of 2016 of interest to Canadian companies and their advisors.
In this edition of the Paul, Weiss Private Equity Digest, we take a look at the possibly revived PIPEs market and discuss key considerations for private equity investors looking to put capital to work in this space.
Client Alert: M&A at a Glance (April 2016)
Despite an encouraging February, M&A activity in March 2016 resumed its recent downtrend across all metrics, both in the U.S. and globally.
Client Alert: Treasury Issues Inversion Regulations, Proposes Sweeping Changes to Debt/Equity Classification
On April 4, 2016, as the most recent step in its ongoing battle against inversion transactions, the U.S. Department of Treasury issued both new temporary and proposed regulations addressing certain inversion and post-inversion…
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including In re Trulia, Inc. Stockholders Litigation, Johnson v. Driscoll, FdG Logistics LLC v.…
Betty Yap and Judie Ng Shortell Named to China Business Law Journal's 2020 "A-List"
Corporate partners Betty Yap and Judie Ng Shortell have been included in China Business Law Journal's "The A-List 2020: China's Elite 100 Lawyers (Foreign Firms)."
Paul, Weiss Recognized by FinanceAsia in Its 2020 Achievement Awards
Paul, Weiss was recognized by FinanceAsia with a "Venture Capital/Private Equity Deal of the Year" award for our representation of General Atlantic LLC as lead member of an investor consortium in the $9.68 billion take-private…
Betty Yap and Paul, Weiss Recognized at ALB Hong Kong Law Awards 2020
Corporate partner Betty Yap was named "Dealmaker of the Year" by Asian Legal Business at its annual Hong Kong Law Awards. The publication also recognized two Paul, Weiss transactions as "M&A Deal of the Year" and "Finance Deal of…
Paul, Weiss Named "Corporate Department of the Year" Finalist and Matt Abbott Named "Corporate Lawyer of the Year" Finalist by The American Lawyer
Am Law has recognized Paul, Weiss and corporate partner Matthew Abbott as finalists in their "best of the best" awards.
Paul, Weiss Named "Cross-border M&A Legal Adviser of the Year," "Consumer M&A Deal of the Year " and "Private Equity Deal of the Year" by Mergermarket for Chinese M&A
Paul, Weiss was named "Cross-border M&A Legal Adviser of the Year" by Mergermarket at its annual China M&A Awards.
Paul, Weiss Wins Latin Lawyer's "Private Equity Deal of the Year"
Paul, Weiss won the Latin Lawyer's "Private Equity Deal of the Year" award as part of the publication's 14th annual Deal of the Year Awards.
Paul, Weiss Recognized in the 2020 Deal Awards
Paul, Weiss was recognized by The Deal in two categories in the 2020 Deal Awards.
Bob Schumer Named a "New York Trailblazer" by the New York Law Journal
Corporate partner Bob Schumer was named a "New York Trailblazer" in the New York Law Journal's September 2020 issue.
KPS Capital Wins "Turnaround Deal of the Year" Award From Buyouts Magazine
Paul, Weiss client KPS Capital won an award for "Turnaround Deal of the Year" from Buyouts magazine for its successful rebuilding of a former portfolio company, Chassis Brakes International Group.
Bob Schumer and Paul Basta Recognized as "Dealmakers of the Year" by The American Lawyer
Corporate partner Bob Schumer and restructuring partner Paul Basta have been named American Lawyer "Dealmakers of the Year."
Two Paul, Weiss Transactions Named Deals of the Year
Two Paul, Weiss transactions have been named 2019 "Deals of the Year" by the China Business Law Journal. The firm was recognized for its representation of China-based utilities company State Grid International Development Limited in…
Rachael Coffey Profiled by The Deal as a Rising Star
Corporate partner Rachael Coffey was profiled by The Deal as a "Rising Star" in the ranks of M&A lawyers at major law firms.
Betty Yap and Greg Liu Listed on China Business Law Journal's 2019 "A List"
Corporate partners Betty Yap and Greg Liu have been listed on China Business Law Journal's annual "A List" for 2019.
Ariel Deckelbaum and Michael Vogel Featured in Variety's Dealmakers List
Corporate partners Ariel Deckelbaum and Michael Vogel are featured in Variety's 2019 Dealmakers List.
Matt Abbott, Angelo Bonvino and Taurie Zeitzer Recognized by Business Insider as Top Private Equity Dealmakers
Corporate partners Matt Abbott, Angelo Bonvino and Taurie Zeitzer are recognized by Business Insider as top private equity dealmakers.
Robert Schumer Named Sports & Entertainment Trailblazer by The National Law Journal
Corporate chair Robert Schumer was recognized as a Sports & Entertainment Trailblazer by The National Law Journal.
Paul, Weiss Named "Private Equity Legal Advisor of the Year" by Mergermarket for Chinese M&A
Paul, Weiss was awarded "Private Equity Legal Adviser of the Year" by Mergermarket at its annual China M&A Awards event in Shanghai.
Paul, Weiss Receives "Outbound Deal of the Year" at China Law & Practice Awards
Paul, Weiss received "Outbound Deal of the Year" at the 13th annual China Law & Practice awards.
Paul, Weiss Receives Two FinanceAsia China Awards 2019
Paul, Weiss received two honors at the FinanceAsia China Awards 2019.
Paul, Weiss Transaction Named Energy & Industrials "Deal of the Year" by The Deal
Paul, Weiss was recognized by The Deal for its work advising the board of directors of the Harris Corporation in a merger with L3 Technologies, Inc.
Brian Scrivani Named Rising Star by The Deal
Corporate partner Brian Scrivani was profiled in The Dealmaker Quarterly as one of the brightest newcomers to the ranks of M&A partners at major law firms.
Angelo Bonvino and Paul, Weiss Recognized at The Deal Awards Middle Market
Corporate partner Angelo Bonvino and Paul, Weiss have been recognized with several awards as part of the inaugural The Deal Awards Middle Market.
The China Business Law Journal has named two Paul, Weiss transactions as 2018 "Deals of the Year."
Paul, Weiss Ranked 1st in Global Legal Rankings by Bloomberg and Mergermarket
Paul, Weiss ranked 1st among U.S. firms and 2nd among international firms for China announced deals, by deal count, in Bloomberg's 2018 Global M&A Legal Rankings.
Taurie Zeitzer Listed Among The Deal's "Powerhouse 20" Top Women in M&A
Corporate partner Taurie Zeitzer is featured in The Deal's "Women in M&A: The Powerhouse 20," a list identifying 20 female M&A lawyers and bankers at the top of their professions.
Robert Schumer Named M&A Trailblazer by The National Law Journal
Corporate partner Robert Schumer was recognized as an M&A Trailblazer by The National Law Journal.
The Deal Recognizes Paul, Weiss With Three Awards
Paul, Weiss was recognized by The Deal in three categories in the 2018 Deal Awards
Taurie Zeitzer Named Best in Private Equity at Euromoney LMG Americas Women in Business Law Awards
M&A partner Taurie Zeitzer was named "Best in Private Equity" at the seventh annual Euromoney Legal Media Group (LMG) Women in Business Law awards.
Robert Schumer Named "Distinguished Leader" by the New York Law Journal
Corporate partner Robert Schumer was recognized as a 2018 "Distinguished Leader" by the New York Law Journal.
Paul, Weiss Recognized by M&A Advisor
Paul, Weiss was recognized in two categories at the M&A Advisor's 10th annual International M&A Awards.
Paul, Weiss Transaction Named Deal of the Year by Asia Business Law Journal
HP's acquisition of Samsung's printer business for $1.05 billion, in which Paul, Weiss represented HP, has been recognized as one of the Asia Business Law Journal's "Deals of the Year."
Judie Ng Shortell Awarded Commended External Counsel of the Year
Corporate partner Judie Ng Shortell was recognized by In-House Community as a "Commended External Counsel of the Year."
Five Paul, Weiss Deals Make Lexpert's Top 10 Canadian Deals of 2017
Paul, Weiss set a new firm record on Canadian legal publication Lexpert's annual list of top-10 deals of the past year.
Paul, Weiss Transaction Awarded Best Singapore Deal
A Paul, Weiss transaction was awarded the "Best Singapore Deal" at FinanceAsia's annual Achievement Awards.
Paul, Weiss Honored with Asia Women in Business Law Awards
Paul, Weiss has been recognized with Asia Women in Business Law Awards by the Euromoney Legal Media Group.
Judie Ng Shortell Named a Top-15 Female Lawyer in China by Asian Legal Business
Corporate partner Judie Ng Shortell was recognized as one of the Top 15 Female Lawyers in China by Asian Legal Business.
Ellen Ching Named to Private Funds Management's 30 Under 40
Private Funds Management (pfm) named corporate partner Ellen Ching to its "30 Under 40" list, which recognizes the top 30 private fund lawyers under the age of 40.
Paul, Weiss Shortlisted for Four Asia Women in Business Law Awards
Corporate partner Betty Yap was shortlisted by Euromoney Legal Media Group in the in the "Best in M&A and Private Equity" category.
Paul, Weiss Ranked #1 in Canada Announced M&A Deals by Bloomberg
Paul, Weiss was ranked as the leading advisor for Canadian announced M&A deals by volume, as reported in Bloomberg's 2017 second-quarter league tables.
Paul, Weiss Wins Two ALB Japan Law Awards
Paul, Weiss was recognized in two categories at the Asian Legal Business Japan Law Awards, including "Debt Market Deal of the Year" for our role in advising Mitsubishi UFJ Financial Group's TLAC Bond Issuance, and "M&A Deal of the …
Paul, Weiss Shortlisted for Seven ALB Japan Law Awards
Paul, Weiss was shortlisted in seven categories by Asian Legal Business, a publication of Thomson Reuters, as part of the 2017 ALB Japan Law Awards.
Paul, Weiss Shortlisted for "M&A Deal of the Year" at Southeast Asia Law Awards
Paul, Weiss was shortlisted by Asian Legal Business, a publication of Thomson Reuters, for "M&A Deal of the Year (Premium)" as part of the 2017 Southeast Asia Law Awards.
Paul, Weiss Ranked #1 by Experian in Asia-Pacific Deal Value
Paul, Weiss ranked first for deal value in Experian's legal advisory league tables in the Asia-Pacific region for the first quarter of 2017.
Paul, Weiss Ranked #1 by Thomson Reuters and #2 by Bloomberg and Mergermarket in Deal Volume in Japan
As noted in The Asian Lawyer, a publication of The American Lawyer, Paul, Weiss was ranked number 1 in deal volume in Japan in M&A league tables published by Thomson Reuters and number 2 by Bloomberg and Mergermarket in the first…
Greg Liu Named Top M&A Lawyer in China by Asian Legal Business
Corporate partner Greg Liu was named one of 2017's top 10 M&A lawyers in China by Asian Legal Business, a Thomson Reuters publication.
KPS Capital Wins Buyouts "Deal of the Year" Award
Paul, Weiss client KPS Capital Partners LP has earned a Buyouts "Deal of the Year" award for KPS's $1 billion-plus sale of its portfolio company Anchor Glass Container Corporation to BA Glass B.V. and funds advised by CVC Capital…
Paul, Weiss Shortlisted for Four ALB China Law Awards
Paul, Weiss has been named as a finalist in four categories as part of the 2017 Asia Legal Business China Law Awards.
Two Paul, Weiss Transactions Named Deals of the Year by China Business Law Journal
The China Business Law Journal has recognized two Paul, Weiss transactions as Deals of the Year.
Three Paul, Weiss Partners Featured in Variety's Dealmakers Impact Report
Corporate partners Robert Schumer, Ariel Deckelbaum and Chuck Googe are profiled in Variety's 2016 Dealmakers Impact Report.
Paul, Weiss Wins Asian Lawyer Emerging Markets Award for M&A
The Asian Lawyer honored Paul, Weiss with an Emerging Markets Award in the "M&A Deal of the Year: Other Sectors" category for our role in Yokohama's $1.2 billion acquisition of Alliance Tire Group.
Five Paul, Weiss Partners Named Law360 MVPs
Law360 has honored firm chair Brad Karp, corporate partners Robert Schumer and Marco Masotti, and litigation partners Ted Wells and Catherine Nyarady with 2016 MVP Awards. Brad and Ted were selected as MVPs in the sports practice…
Paul, Weiss Shortlisted for Two Emerging Markets Awards by The Asian Lawyer
Paul, Weiss has been shortlisted by The Asian Lawyer in two categories in its 2016 Emerging Markets Awards.
Our Hong Kong and Tokyo offices were shortlisted for their gender diversity efforts in their respective countries by the Euromoney Legal Media Group at the 2016 Asia Women in Business Law Awards.
Paul, Weiss Shortlisted for Six ALB Hong Kong Law Awards
Paul, Weiss has been shortlisted by Asian Legal Business in six categories in its 2016 ALB Hong Kong Law Awards.
Paul, Weiss Shortlisted for Six China Law & Practice Awards
Paul, Weiss has been shortlisted in six categories as part of the 2016 China Law & PracticeAwards.
Paul, Weiss Recognized in Two Categories at Am Law's Global Legal Awards
Paul, Weiss was recognized in two categories at The American Lawyer's fourth annual Global Legal Awards.
Paul, Weiss was shortlisted by Asian Legal Business for "M&A Deal of the Year (Premium)" as part of the 2016 Southeast Asia Law Awards.
Asian-MENA Counsel Recognizes Paul, Weiss Transactions
Paul, Weiss was recognized by Asian-MENA Counsel magazine in its "Deals of the Year 2015" issue for our role in Tencent's co-investment with JD.com in Bitauto. Our involvement with Universal Studios' theme park in Beijing…
Paul, Weiss Shortlisted for Five ALB China Law Awards
Paul, Weiss has been selected as a finalist in five categories of the 2016 Asian Legal Business China Law Awards.
Paul, Weiss Shortlisted for Asia Legal Award
The Asian Lawyer has shortlisted Paul, Weiss as a finalist for an Asia Legal Award in the "M&A Deal of the Year: North Asia" category for the firm's involvement in Universal Studios' $3.3 billion Beijing theme park.

redpajama_set_name: RedPajamaCommonCrawl


Indian telecoms provider Loop Mobile has appointed Sandip Basu as chief executive officer.
Basu takes the helm ahead of plans to roll-out Loop Telecom nationwide.
He has also been tasked with strengthening the position of Loop Mobile in Mumbai.
Basu, who replaces Sanjeev Chachondia, previously served as director and chief executive of XCEL TElecom.
Loop Telecom, formerly BPL Mobile Communications, has rolled-out operations in Kerala, Karntaka, Tamil Nadu, and Orissa. It is licensed to operate services across 21 Indian circles.
Basu worked at BPL Mobile from 1997 to 2005.


text:
Q: Value of global variable is changed inside of a function, but I cannot understand why it is happened While I study with "Deeplearning from scratch" and its example code, I see that value of global variable is changed inside of function.
I tried to understand this but failed. I hope someone tell me how this code works.
In detail, object "net.W" is changed after keyword "weight" what receives "net.W" in the function changed. I think "net.W" will be not changed because this is global variable without global. But this is changed and I can not under stand.
The code has been modified based on https://github.com/oreilly-japan/deep-learning-from-scratch.
import sys
import os
import numpy as np

class simpleNet:
    def __init__(self):
        self.W = np.random.rand(2,3)

    def predict(self, x):
        return np.dot(x, self.W)

    def loss(self, x, t):
        z = self.predict(x)
        z = np.sum(z)
        return z

def numerical_gradient(f, weight):
    h = 1.0
    grad = np.zeros_like(weight)

    it = np.nditer(weight,
                   flags=['multi_index'],
                   op_flags=['readwrite'])

    while not it.finished:
        idx = it.multi_index

        print("Before net.W: \n",net.W)

        weight[idx] = weight[idx] + h

        print("After net.W: \n",net.W)
        print(' ')
        it.iternext()

net = simpleNet()
print('Originla net.W: \n', net.W)
x = np.array([0.6, 0.9])
t = np.array([0,0,1])
dW = numerical_gradient(f, net.W)

I expected the printed "net.W" objects are same, but the component of  "net.W" is changed(+1.0 by h) every time after the keyword  "weight" is changed.
''''''
Originla net.W:
[[0.74942285 0.28408918 0.43493956]
 [0.50182208 0.19556924 0.75924396]]
''''''

''''''
Before net.W:
 [[0.74942285 0.28408918 0.43493956]
 [0.50182208 0.19556924 0.75924396]]
After net.W:
 [[1.74942285 0.28408918 0.43493956]
 [0.50182208 0.19556924 0.75924396]]

Before net.W:
 [[1.74942285 0.28408918 0.43493956]
 [0.50182208 0.19556924 0.75924396]]
After net.W:
 [[1.74942285 1.28408918 0.43493956]
 [0.50182208 0.19556924 0.75924396]]

Before net.W:
 [[1.74942285 1.28408918 0.43493956]
 [0.50182208 0.19556924 0.75924396]]
After net.W:
 [[1.74942285 1.28408918 1.43493956]
 [0.50182208 0.19556924 0.75924396]]

Before net.W:
 [[1.74942285 1.28408918 1.43493956]
 [0.50182208 0.19556924 0.75924396]]
After net.W:
 [[1.74942285 1.28408918 1.43493956]
 [1.50182208 0.19556924 0.75924396]]

Before net.W:
 [[1.74942285 1.28408918 1.43493956]
 [1.50182208 0.19556924 0.75924396]]
After net.W:
 [[1.74942285 1.28408918 1.43493956]
 [1.50182208 1.19556924 0.75924396]]

Before net.W:
 [[1.74942285 1.28408918 1.43493956]
 [1.50182208 1.19556924 0.75924396]]
After net.W:
 [[1.74942285 1.28408918 1.43493956]
 [1.50182208 1.19556924 1.75924396]]
''''''

redpajama_set_name: RedPajamaStackExchange


Help your child to learn all about shapes with Bigjigs Rolling Shape Sorter! Providing hand/eye coordination for your little ones safely. A traditional hard wearing toy that is guaranteed to last and provide your child with fun learning and development.
Colorful and creative play! Creativity starts with LEGO® DUPLO® bricks! These safe, durable pieces are perfect for young hands and imaginative minds. Includes a cat, a window, flowers, and lots of bricks for building, all in a sturdy storage box with lid.
This wonderful Hello Kitty center provides imaginative role play and hours of fun! The 22 piece Hello Kitty Nursery Center is suitable for 18+ months.
This is a non competitive team game helping children to become familiar with different feelings and emotions and ways of expressing them. A fun way for children to gain confidence and self esteem. Children will be sharing, caring, laughing and smiling whilst learning important life values.
The magical drawing board that lets you draw with light. Draw freehand or trace pictures through the screen. Alternate between 3 bright colours of light to bring your sketch to life. comes with 1 Glo Doodle board and 1 drawing stylus. (Pictures to trace are not included). Requires 3xAA batteries (not included) For ages 4 and over.
Kiddymania Dolly Designs Cutie Flower Bear Babygro 12-14"
From the creators of TOOBEEZ, comes the EZ-FORT, 54 piece framework building system. With all the safe, hardwearing fun of it's bigger brother, EZ-FORT is the perfect size for smaller spaces whether in the house or the garden. Colour coded lengths of robust polycarbonate tube push into the precision engineered connecting spheres to create a vast array of structures.
Colourful and attractive, this new model includes pieces to build not less than six different creatures: a white shark, a hammershark, an octopus, an hungry piranha, a tropical fish and the curious abysal fish ! Because of its colors and thematic, this set could be considered not only as a toy but also as an element of décor!
Create an enchanting underwater world by moulding turtles, starfish and sea horses from Moon Sand. Make sea snails for your mermaid to ride on for lots of under the sea fun. Includes mermaid figure, turtle mould, starfish mould, seahorse mould, snail mould, shovel, bucket and 2 colours of Moon Sand. Contents may vary.
Suitable for Ages 3-6. Players 2-4. Head, shoulders, knees and toes, and eyes and ears and mouth and nose! Have fun learning about parts of the body with this all-action lotto guessing game.
Monster Catcher Game – Suitable for children aged 3-8 Years Players: 2-4 How many monsters can you catch? Collect monsters in this fun, colour-matching game, but be careful, the monster catcher is waiting to take them from you ! Develops matching and counting skills.Encourages social interaction.Develops instruction-following and turn-taking.Links to National Curriculum and Early Learning Goals.
Ages: 3-6 – Players: 2-4 Build your houses before the big bad wolf tries to blow them down!Help your three little pigs to build their houses, but beware of the big bad wolf, who will huff and puff and blow your house down!
Now you can have you own Pokemon battles! Pull the cord to launch 'em into action! Challenge your friends, who will be the ultimate Pokemon master? Each Poke Ball includes 1 figure, 1 weighted base and 1 axle. One supplied.
Who's that strange creature hiding behind the mask? Children can really get creative and let their imagination run 'wild' with these white cardboard masks. Decorate with fibre pens, acrylic paint, feathers and stick-ons. Comes with elastic. 4 assorted. Size approx. 19cm. Age 3+.


Good designers are good listeners. And kitchen and bath designers are particularly good listeners. Their approach to bath design requires a balancing act. They must properly balance your desires regarding design distinction, functionality and cost. They must learn whether the bath is primarily being remodeled for your personal enjoyment or for resale. They must ask a number of broad questions such as: What is in your best interest? Over the short term? Over the long term? What is your schedule? What considerations are most important to you throughout the project? They must also ask a number of detailed questions to be completely informed as to how you want your kitchen to turn out.
Kitchen and bath designers are more akin to engineers than artists or interior designers. They must provide for the number of people and the way in which they use the bath and at what time of the day they use it. Still they also must concern themselves equally with esthetics. This being the case you will see a number of them, broadly experienced, who have both interior design and kitchen and bath design backgrounds.
A Houston homeowner contemplating a bath remodel can do no better than to go to the National Kitchen and Bath Association (NKBA) website to evaluate and maybe hire a Houston kitchen and bath designer. Most serious kitchen and bath designers are members of this group and many have certifications in their craft. Certified Bath Designers (CBD's) must go through training and testing to achieve their certification. Houston 's NKBA chapter has the honor this year of having Suzie Williford, one of its own Houston members who today is the National President of our 38,000 member body. In years past Peggy McGowen from our Houston chapter had also been its National President. This reflection of the obvious importance that Houston homeowners attach to their baths has resulted in the construction of many beautiful bathrooms in the Greater Houston area.
In Houston in addition to these kitchen and bath designers working for vendors there are a smaller number of solo professionals who only do kitchen and bath design—they are not a contractor or dealer employee or a vendor. They are completely independent and often make their living solely by designing kitchens and baths. A few have had over 30 years experience in the industry. Using them is always a good experience.
Work with our bath designers create to your dramatic bath!


text:
Q: Выборка записей, одновременно имеющих несколько значений Есть таблица
+----------------+------------------------+
| item_option_id | select_option_value_id |
+----------------+------------------------+
|            164 |                     10 |
|            168 |                     16 |
|            168 |                     18 |
+----------------+------------------------+

Необходимо выбрать item_option_id, для которого select_option_value_id одновременно равен и 16, и 18...
Использовать в запросе OR, т.е.
select_option_value_id = 16 OR select_option_value_id = 18

или
select_option_value_id IN (16, 18)

не вариант, так как если select_option_value_id будет равен только 16, то item_option_id всё равно выберется.
Использовать AND не получается, так как при поиске по условию
select_option_value_id = 16 AND select_option_value_id = 18

MySQL найдя строку с select_option_value_id = 16 все остальные отбрасывает и условие проваливается, так как нет строки где select_option_value_id = 18.
Текущий запрос такой:
SELECT item_option_id
FROM items_select_options_values
WHERE select_option_value_id IN (16,18)
GROUP BY item_option_id;

Решение:
SELECT item_option_id
FROM items_select_options_values
WHERE select_option_value_id IN (16,18)
GROUP BY item_option_id
HAVING COUNT(item_option_id) = {{количество значений, в данном случае 2}};

A: В общем у меня получилось как-то так (вроде работает):
SELECT
    TT.item_option_id
FROM
    TestTable TT
INNER JOIN
(
    SELECT
        item_option_id
        ,COUNT(*) Cnt
    FROM
        TestTable
    GROUP BY
        item_option_id
) X ON X.item_option_id= TT.item_option_id
WHERE
    select_option_value_id IN (16, 18)
GROUP BY
    TT.item_option_id
HAVING
    COUNT(*) = MAX(X.Cnt)


text:
Pacific Standard Classification of Occupations 2016: volume 1 - structure and group definitions
Digital Library Document
Pacific Standard Classification of Occupations 2016: volume 2 - index of occupational titles
Pacific Standard Industrial Classification of all economic activities 2014
Pacific Classification of Individual Consumption According to Purpose 2012
Newsletter no.10
Niue Census of Population and Households 2011: book of tables
Niue Population Profile Based on 2006 Census of Population and Housing: a Guide for Planners and Policy-makers
Niue population profile based on 2001 census: PART II – Table 1
Niue 2001 census of population and housing report
Niue population profile based on 1997 census: a guide for planners and policy-make
(-) French Polynesia (4)
(-) Marshall Islands (Republic of) (4)
(-) Samoa (5)
(-) Culture (5)
(-) Households (5)
(-) Information and communication technology (5)
(-) Population (10)
Business Registers (4)
(-) Digital Library Document (10)


Topic: What do Buddhists think of Jesus Christ?
Re: What do Buddhists think of Jesus Christ?
adosa wrote: So it's best to have compassion for those that are still attached instead of judgement.
Are you implying that you have no attachments?
Absolutely not!! I'm not sure how you read that. The subject is alcohol. "Still attached" to alcohol. Pardon me.
Topic: Regarding the absence of "JCSuperstar"
Re: Regarding the absence of "JCSuperstar"
Topic: Three Things a Buddha Cannot Do?
Re: Three Things a Buddha Cannot Do?
In my travels I found that rude and ignorant wasn't the sole purvey of Americans. In fact that view is rude and ignorant.
Topic: Fear of death. Why?
Re: Fear of death. Why?
Death? I'm not sure. Then pain leading to death? I know I don't relish that idea.


However, things are looking up in some areas according to Van Heerde. "There is definitely growth in the demand for ACaaS services, but in our experience, it's been more in the SME markets rather than the enterprise level companies. The larger corporates still prefer managing the IT environment within their network environments and thus prefer locally hosted systems which reside within the controlled realms of their respective IT and network policies.