Delaware General Corporation Law

EMBARK ALERT: Bragar Eagel & Squire, P.C. is Investigating Embark Technology, Inc. f/k/a Northern Genesis Acquisition Corp. II on Behalf of Long-Term Stockholders and Encourages Investors to Contact the Firm

Retrieved on: 
Friday, February 2, 2024

Our investigation concerns whether the board of directors of Embark have breached their fiduciary duties to the company.

Key Points: 
  • Our investigation concerns whether the board of directors of Embark have breached their fiduciary duties to the company.
  • Headquartered in San Francisco, California, Embark is a Delaware corporation that builds software for carriers to enable autonomous trucks within their fleets.
  • The autonomous vehicle company offers software as a service product ecosystem, such as Embark driver, Embark universal interface, and Embark guardian.
  • Legacy Embark was a startup company that developed self-driving truck technology designed for freight and logistic services.

KBRA Assigns Ratings to Goldman Sachs Private Credit Corp.

Retrieved on: 
Wednesday, December 6, 2023

KBRA assigns issuer and senior unsecured debt ratings of BBB to Goldman Sachs Private Credit Corp. (“GSCR” or “the company”).

Key Points: 
  • KBRA assigns issuer and senior unsecured debt ratings of BBB to Goldman Sachs Private Credit Corp. (“GSCR” or “the company”).
  • The ratings and Outlook are supported by Goldman Sachs Private Credit Corp.’s ties to Goldman Sachs' (“GS”) $3 trillion of Assets Under Supervision, including the $55 billion global senior direct lending platform that allows for SEC exemptive relief to co-invest with GS affiliates.
  • The company was formed as a Delaware Corporation in March 2022, began investing activities in April 2023, and is managed by Goldman Sachs Asset Management, L.P. (“GSAM”), an affiliate of Goldman Sachs & Co. LLC.
  • The company’s public BDC, Goldman Sachs BDC, Inc. (NYSE: GSBD) is rated by KBRA (Issuer and Senior Unsecured Debt: BBB/Stable).

KnightSwan Acquisition Corporation Will Redeem Its Public Shares and Will Not Consummate an Initial Business Combination

Retrieved on: 
Tuesday, November 21, 2023

On November 21, 2023, the Board determined to set the date by which the Company has to complete its initial business combination to December 5, 2023.

Key Points: 
  • On November 21, 2023, the Board determined to set the date by which the Company has to complete its initial business combination to December 5, 2023.
  • The per-share redemption price for the public shares will be approximately $10.61 (the “Redemption Amount”).
  • Beneficial owners of public shares held in “street name,” however, will not need to take any action in order to receive the Redemption Amount.
  • After December 6, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.

Alfasigma completes acquisition of Intercept Pharmaceuticals, Inc.

Retrieved on: 
Wednesday, November 8, 2023

BOLOGNA, Italy and MORRISTOWN, N.J., Nov. 08, 2023 (GLOBE NEWSWIRE) -- Alfasigma S.p.A. (“Alfasigma”) and Intercept Pharmaceuticals, Inc. (“Intercept”) announced today the completion of the acquisition of Intercept by Alfasigma through its wholly owned subsidiary Interstellar Acquisition Inc.

Key Points: 
  • BOLOGNA, Italy and MORRISTOWN, N.J., Nov. 08, 2023 (GLOBE NEWSWIRE) -- Alfasigma S.p.A. (“Alfasigma”) and Intercept Pharmaceuticals, Inc. (“Intercept”) announced today the completion of the acquisition of Intercept by Alfasigma through its wholly owned subsidiary Interstellar Acquisition Inc.
  • As a result of the transaction, Intercept has become a wholly owned subsidiary of Alfasigma, and the common stock of Intercept has ceased to be traded on the NASDAQ Stock Market.
  • Stefano Golinelli, Chairman of Alfasigma, commented: “At Alfasigma, the passion we have for Pharmaceuticals is in our DNA - and a driver for our ambitious international growth plans.
  • Francesco Balestrieri, CEO of Alfasigma, added: “Today, we complete a transformational acquisition which strongly aligns with our strategy of building a solid presence in gastroenterology and hepatology, Alfasigma’s core business areas.

Alfasigma completes acquisition of Intercept Pharmaceuticals, Inc.

Retrieved on: 
Wednesday, November 8, 2023

Alfasigma S.p.A. (“Alfasigma”) and Intercept Pharmaceuticals, Inc. ( “Intercept”) announced today the completion of the acquisition of Intercept by Alfasigma through its wholly owned subsidiary Interstellar Acquisition Inc.

Key Points: 
  • Alfasigma S.p.A. (“Alfasigma”) and Intercept Pharmaceuticals, Inc. ( “Intercept”) announced today the completion of the acquisition of Intercept by Alfasigma through its wholly owned subsidiary Interstellar Acquisition Inc.
  • As a result of the transaction, Intercept has become a wholly owned subsidiary of Alfasigma, and the common stock of Intercept has ceased to be traded on the NASDAQ Stock Market.
  • Stefano Golinelli, Chairman of Alfasigma, commented: “At Alfasigma, the passion we have for Pharmaceuticals is in our DNA - and a driver for our ambitious international growth plans.
  • Thus, we are delighted to announce the successful outcome of our tender offer for Intercept Pharmaceuticals, Inc.

Alfasigma S.p.A. successfully completes tender offer for all outstanding shares of common stock of Intercept Pharmaceuticals, Inc.

Retrieved on: 
Wednesday, November 8, 2023

The tender offer expired as scheduled at one minute after 11:59 p.m., Eastern Time on November 7, 2023 (12:00 midnight, Eastern Time, on November 8, 2023).

Key Points: 
  • The tender offer expired as scheduled at one minute after 11:59 p.m., Eastern Time on November 7, 2023 (12:00 midnight, Eastern Time, on November 8, 2023).
  • As of the expiration, 31,158,412 shares of common stock of Intercept had been validly tendered and not validly withdrawn, representing approximately 74.5 percent of Intercept’s outstanding shares of common stock, according to the depositary for the tender offer.
  • The conditions to the tender offer were satisfied, and Alfasigma and Interstellar have accepted for payment and will promptly pay the depositary for all validly tendered shares.
  • Upon completion of the merger, Intercept will become a wholly owned subsidiary of Alfasigma, and the common stock of Intercept will cease to be traded on the NASDAQ Stock Market.

Harvard Business Services Chooses FinCEN REPORT's Beneficial Ownership Reporting Software to Keep Clients in Compliance with the Corporate Transparency Act

Retrieved on: 
Tuesday, October 24, 2023

According to a CNBC report from 2023, more than 60% of Fortune 500 companies are incorporated in Delaware. Many Venture Capital firms use Delaware corporations exclusively, due to the stability, flexibility and fairness of the Delaware General Corporation Law (DGCL), and tens of thousands of independent entrepreneurs choose to form their LLCs in Delaware. The CTA will affect more than 30 million businesses in the U.S. --which includes thousands of companies formed with Harvard Business Services. FinCEN REPORT's software will ensure that Harvard Business Services' clients are able to easily upload and file their BOI while maintaining data privacy.

Key Points: 
  • FinCEN REPORT will help thousands of Delaware LLCs and corporations working with Harvard Business Services to file beneficial ownership information required by the Corporate Transparency Act.
  • FinCEN REPORT's software will ensure that Harvard Business Services' clients are able to easily upload and file their BOI while maintaining data privacy.
  • "Harvard Business Services is excited to partner with FinCEN Report," said Michael Bell, President of Harvard Business Services.
  • With FinCEN REPORT, Harvard Business Services and many other registered agents can ensure that their clients comply with the Corporate Transparency Act.

NVCA Updates Industry Standard Model Legal Documents to Empower Venture Community

Retrieved on: 
Wednesday, October 11, 2023

WASHINGTON, Oct. 11, 2023 /PRNewswire/ -- In response to the ever-evolving venture capital landscape, The National Venture Capital Association (NVCA) is pleased to announce significant updates to five of its premier model legal documents, which are freely available to VCs, startups, and other members of the entrepreneurial ecosystem.

Key Points: 
  • WASHINGTON, Oct. 11, 2023 /PRNewswire/ -- In response to the ever-evolving venture capital landscape, The National Venture Capital Association (NVCA) is pleased to announce significant updates to five of its premier model legal documents, which are freely available to VCs, startups, and other members of the entrepreneurial ecosystem.
  • "In today's era of notable VC investment, where actionable analytics are crucial, NVCA's Model Legal Documents simplify transactions, establish industry standards, and offer flexibility, along with valuable commentary to navigate the complexities of VC financing," said NVCA President and CEO Bobby Franklin.
  • "By continually updating these documents, NVCA and the General Counsel Advisory Board democratize access to vital insights and equip the startup ecosystem with the latest resources and best practices."
  • The revised model documents have been updated to reflect evolving market norms on key deal terms, address updates to the Delaware General Corporation Law (DGCL), and recent case law.

Evofem Biosciences Announces Financial Results for the Second Quarter of 2023

Retrieved on: 
Monday, August 14, 2023

SAN DIEGO, Aug. 14, 2023 /PRNewswire/ -- Evofem Biosciences, Inc. (OTCQB: EVFM) today announced financial results for the second quarter and first half of 2023.

Key Points: 
  • SAN DIEGO, Aug. 14, 2023 /PRNewswire/ -- Evofem Biosciences, Inc. (OTCQB: EVFM) today announced financial results for the second quarter and first half of 2023.
  • "This marks the second consecutive quarter in which our net product sales surpassed our sales and marketing costs.
  • "The reported net sales were lower than anticipated due to unexpected returns received in the second quarter of product with short-dated shelf life.
  • For the three months ended June 30, 2023, net product sales were $2.5 million compared to $6.0 million in the prior year period.

Viper Energy Partners LP, a Subsidiary of Diamondback Energy, Inc., Announces Intent to Convert Into Corporate Stucture

Retrieved on: 
Monday, July 31, 2023

MIDLAND, Texas, July 31, 2023 (GLOBE NEWSWIRE) -- Viper Energy Partners LP (NASDAQ:VNOM) (“Viper” or the “Company”), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG) (“Diamondback”), today announced its intent to convert its legal status from a Delaware limited partnership into a Delaware corporation.

Key Points: 
  • MIDLAND, Texas, July 31, 2023 (GLOBE NEWSWIRE) -- Viper Energy Partners LP (NASDAQ:VNOM) (“Viper” or the “Company”), a subsidiary of Diamondback Energy, Inc. (NASDAQ:FANG) (“Diamondback”), today announced its intent to convert its legal status from a Delaware limited partnership into a Delaware corporation.
  • After the conversion, it is expected that Viper’s current limited partners would own the same percentage of the corporation’s outstanding shares as they currently own of Viper’s outstanding equity interests.
  • Immediately following the proposed conversion, Viper would be a “controlled company” under the rules of NASDAQ because Diamondback would own more than 50% of the voting power of Viper’s common stock.
  • In addition, Diamondback intends to continue to provide general and administrative services to Viper post-conversion in substantially the same manner as Diamondback currently provides.