Quorum

Private Equity Controller-Led Sale Transactions Found Not to Involve Liquidity-Driven Conflict of Interest

By William Mills

Partner | Corporate

By Edward Ernst

Associate | Corporate

On January 7, 2025, the Delaware Court of Chancery issued a post-trial opinion in Manti Holdings, LLC v. Carlyle Group. Inc., finding that the sale of a portfolio company by a controlling stockholder was not the result of a liquidity-driven conflict, in part because the controlling stockholder “did not extract a non-ratable benefit from the sale.”

By Bilal Sayyed

Counsel | Antitrust

The Department of Justice and the Federal Trade Commission have been active recently in identifying and achieving remediation of interlocks that may violate Section 8 of the Clayton Act and / or Section 5 of the Federal Trade Commission Act. In a recent joint DOJ and FTC “statement of interest,” the agencies argue that the prohibitions of Section 8 and Section 5 apply to board observers and not only officers and directors.

By Dean Berry

Partner | Private Wealth

By Christian Larson

Special Counsel | Global Litigation

By Keyes Gilmer

Associate | Global Litigation

On January 23, 2024, the Supreme Court overturned a nationwide injunction enjoining enforcement of the Corporate Transparency Act (“CTA”). However, the implementing regulations of the CTA remain unenforceable due to a district court order still in effect in a separate case.

By Peter Bariso

Special Counsel | Corporate

By Philip Ibarra

Law Clerk | Corporate

The so-called “bump-up” exclusion that insurers have increasingly relied on to deny coverage under director and officer (D&O) policies was recently narrowed by the Delaware Superior Court in Harman International Industries Inc. v. Illinois National Insurance; decided on January 3, 2025.

By Bilal Sayyed

Counsel | Antitrust

The Department of Justice (“DOJ”) has alleged in a complaint filed in the Southern District of New York on January 14, 2025 that KKR & Co. Inc. and certain of its investment advisors and funds (collectively, “KKR”) “systematically flouted the [notification and reporting] requirements of the Hart-Scott-Rodino Act.

By Peter Bariso

Special Counsel | Corporate

By Marina Frattaroli

Law Clerk | Corporate

On January 14, 2025, the U.S. Securities and Exchange Commission (the “SEC”) sued Elon Musk over his 2022 acquisition of Twitter, Inc. stock and alleged failure to timely disclose a 5% ownership stake in Twitter, as required by federal securities laws.