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Naomi Duru

As seen in: Bloomberg Law, JD Supra
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Articles by Naomi Duru

Before Sealing the Deal, Advise and Collaborate With a Litigator Original

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By Oderah C. Nwaeze, Renée Dudek, Naomi Duru
| Bloomberg Law Verified
Most transactional attorneys have probably heard of the “deal tax,” the idea that most major mergers and acquisitions transactions prompt litigation. In fact, approximately 82% of deals lead to litigation. That means that the country’s most sophisticated M&A lawyers largely are unsuccessful in avoiding litigation.
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Advance Notice Bylaws and Proxy Contests: A Balancing Act | JD Supra

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By Naomi Duru, Oderah C. Nwaeze
| JD Supra
Advance notice bylaws have become a common feature in the corporate governance landscape of Delaware corporations. They establish timeframes within which stockholders must submit nominations for directors or proposals for business at annual meetings. While advance notice bylaws can promote orderly proxy contests and ensure that the current board has ample time to evaluate potential nominees, they also raise concerns about limiting stockholder voting rights.
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Ratification of Defective Corporate Acts: An Overview | JD Supra

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By Naomi Duru, Oderah C. Nwaeze
| JD Supra
This guide provides a high-level summary of the circumstances, under Sections 204 and 205 of the Delaware General Corporation Law (DGCL), where a corporation, its shareholders and/or the Court of Chancery can ratify or validate defective corporate acts that would be void or voidable due to a failure of authorization.1 Defective Corporate Acts are acts or transactions that are within the corporation’s powers to effect but are “defective” because management failed to obtain proper...
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