Michael Kendall

Michael Kendall

Goodwin Procter LLP

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Delaware Court Invalidates Release and Indemnification Obligations Against a Selling Stockholder in a Merger Transaction

The Delaware Chancery Court recently invalidated a buyer’s attempt to obtain a release and indemnification obligations from selling stockholders of a Delaware corporation that was acquired in a merger. The ruling will require...more

12/5/2014 - CIGNA Clawbacks Delaware General Corporation Law Indemnification Merger Agreements Purchase Price Shareholders Target Company

Thanksgiving-Eve Delaware Chancery Court Decision Refuses to Dismiss Fraud-Based Claims Against Private Equity Investors and...

On Thanksgiving Eve the Delaware Chancery Court issued a detailed opinion sure to be of significance to all parties involved in M&A transactions, particularly in the private equity space. In Great Hill Equity Partners IV, LP...more

12/3/2014 - Corporate Counsel Directors Due Diligence Equity Investors Private Equity Funds Securities Fraud

Recent Case Affirms Protection for Selling Shareholders

The federal district court in Massachusetts ruled recently that an aggrieved buyer in an M&A transaction cannot join individual selling shareholders to a litigation over the transaction if the shareholders have appointed a...more

4/24/2014 - Closing Checklist Corporate Counsel Corporate Governance Shareholder Litigation Shareholders

Delaware Case Continues High Scrutiny of Investment Bankers in Mergers and Acquisitions

In a decision on March 7, 2014, the Delaware Court of Chancery found RBC Capital Markets, LLC liable for aiding and abetting breaches of fiduciary duty by the Board of Directors of Rural/Metro Corporation in connection with...more

4/23/2014 - Banks Breach of Duty Capital Markets Compliance Fiduciary Duty Investigations Mergers

SEC Provides Relief for Private Company M&A Brokers

On Jan. 31, 2014, the SEC issued a no-action letter that permits private company M&A brokers to avoid registration with the SEC as broker-dealers under certain circumstances. However, business brokers should understand that...more

3/13/2014 - Brokers No-Action Letters SEC

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