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In late 2025, when Warner Brothers Discovery (WBD) was actively considering sale of the company, Netflix and Paramount emerged as likely purchasers. Knowing that a merger with either itself or Netflix would raise antitrust concerns, Paramount included in its offer a “reverse breakup fee” of $7 billion that it would pay to WBD in case the merger were ...


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The Office of the Comptroller of the Currency, the Federal Reserve Board, and the Federal Deposit Insurance Corporation (collectively, the federal banking agencies) issued new frequently asked que...


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The Delaware Supreme Court’s recent decision in Moelis & Company v. West Palm Beach Firefighters’ Pension Fund distinguished “void” corporate acts from “voidable” ones in a way that will significantly affect future stockholder litigation.[1]  The distinction is impor...


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Accounting-related securities class action filings fell from 57 to a historic low of 34 in 2025, although the cases tended to involve larger issuer defendants than in recent years, according to a new report from Cornerstone Research. The report, 


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Coercive, non-pro rata debt restructurings – widely known as “liability management exercises” (LMEs), just like their pro rata siblings – have become a central tool for distressed borrowers. Proponents of the non-pro rata restructuring often argue that it gives the company time to turn around and take off, reduce financial distress, and typically avo...


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