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M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder...

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a...more

4/18/2014 - Board of Directors Controlling Stockholders Disclosure Due Diligence Minority Shareholders Shareholders Tender Offers Williamson Act

M&A Update: Delaware Court’s Orchard Enterprises Decision Provides Key Insights For Special Committees In Controlling Stockholder...

On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both...more

3/20/2014 - Business Judgment Rule Controlling Stockholders Going-Private Transactions MFW Minority Shareholders Shareholder Litigation Shareholders

Supreme Court Holds That Sarbanes-Oxley Whistleblower Provision Applies To Employees Of Investment Advisers And Other Private...

On March 4, 2013, the Supreme Court issued an opinion with broad implications for mutual funds and certain other SEC-regulated companies that conduct business through or with privately-held entities (such as investment...more

3/19/2014 - Investment Adviser Lawson v FMR Sarbanes-Oxley SCOTUS SEC Subcontractors Whistleblower Protection Policies

M&A Update: Delaware Supreme Court Upholds Business Judgment Rule Review For Certain Controlling Stockholder Transactions With...

On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both...more

3/18/2014 - Business Judgment Rule Controlling Stockholders Going-Private Transactions Minority Shareholders Shareholders

M&A Update: The “Gatekeepers”: Delaware Court Holds Conflicted Financial Advisor Liable For Aiding And Abetting Breach Of...

Delaware courts have increasingly shined a spotlight on what they consider to be conflicts of interest for sell-side financial advisors. On March 7th, the Delaware Chancery Court hit these conflicts with a laser beam. In a...more

3/14/2014 - Aiding and Abetting Breach of Duty Fiduciary Duty Proxy Statements

Halliburton Co. v. Erica P. John Fund, Inc.: Assessing Possible Modifications To Basic And The Fraud-On-The-Market Theory

Securities class action lawsuits have long been a fact of life for public companies traded on a U.S. exchange. Since 1997, plaintiffs have filed more than 3,200 securities fraud lawsuits that have resulted in approximately...more

3/10/2014 - Class Action Fraud Fraud-on-the-Market Halliburton Halliburton v Erica P. John Fund SCOTUS Securities Exchange Act Securities Litigation

Delaware Court Allows Claims For Breach Of Implied Good Faith Covenant In Earn-Out Case

A recent Delaware Chancery Court opinion in American Capital Acquisition Partners, LLC, et. al. v. LPL Holdings, Inc., et.al. held that a seller’s claim that its buyer diverted opportunities from the acquired business to a...more

2/20/2014 - Breach of Contract Covenant of Good Faith and Fair Dealing Earn-Outs Good Faith Subsidiaries

Highlights From 2013 And Implications For 2014

During 2013 shareholder activism continued to surge and impact corporate-decision making. The Delaware courts also handed down several significant rulings during the year. ...more

1/27/2014 - Disclosure Fiduciary Duty Foreign Subsidiaries Forum Selection Clause Minority Shareholders Proxy Advisors Shareholder Litigation Shareholders

Chancery Court Takes Firm Stance On Seller’s Pre-Closing Privileged Communication

A recent Delaware Chancery Court opinion highlights the risk to sellers and their advisors that pre-closing communications could become evidence in a post-closing lawsuit related to the transaction. The opinion, Great Hill...more

11/22/2013 - Attorney-Client Privilege Buyers Merger Agreements Sellers

Delaware Court Confirms High Bar To Escape Deal

Two recent Delaware Chancery Court opinions, issued on October 25 and November 9, 2013, illustrate the high bar that buyers and sellers must clear to escape an unfavorable deal or obtain a court order requiring a deal to...more

11/14/2013 - Acquisitions Buyers Collective Bargaining Merger Agreements Sellers Shareholders

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