Joshua Apfelroth

Cadwalader, Wickersham & Taft LLP

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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

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

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

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