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The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016

NEWS FROM THE COURTS – Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation - On July 8, 2016, the Delaware Court of Chancery released its...more

New York Court of Appeals Adopts Delaware Law, Affirming Business Judgment Deference for Controlling Stockholder Transactions...

On May 5, 2016, New York’s highest court confirmed that, under New York law, business judgment deference—rather than more searching “entire fairness” review—applies to controlling stockholder transactions that are approved by...more

The Ropes Recap: Mergers & Acquisitions Law News - Fourth Quarter 2015

The Demise of Disclosure-Only Settlements? The Court of Chancery Outlines a New Regime. - In a recent opinion, Chancellor Bouchard of the Delaware Court of Chancery reiterated the Court of Chancery’s belief that...more

The Ropes Recap: Mergers & Acquisitions Law News - Third Quarter 2015

Delaware Court Awards $148 Million in Damages, as Fiduciaries’ Bad Faith Conduct Prevented Stockholders from Obtaining a “Fairer Price” in Take-Private Transaction In a recent post-trial opinion, Vice Chancellor Laster of the...more

The Ropes Recap: Mergers & Acquisitions Law News - Second Quarter 2015

News from the Courts - Delaware Chancery Court Finds That Dispute Over Accounting Methodology Is Subject to Arbitration Procedures - Post-closing purchase price and working capital adjustments are common in...more

The Ropes Recap: Mergers & Acquisitions Law News - First Quarter 2015

In this issue: - News from the Courts - Chancery Court Denies Enforcement of Drag-Along Right in Transaction Where Notice to Minority Stockholders Improperly Provided After Majority Stockholder Approval...more

The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court...more

The Ropes Recap: Mergers & Acquisitions Law News - October 2014

In this issue: - Delaware Legislative Update - Amendments to DGCL Effective August 1, 2014 - News from the Courts - Additional Guidance on Kahn v. M&F Worldwide Corp. - Exculpation...more

The Ropes Recap: Mergers & Acquisition Law News - Second Quarter 2014

In this issue: -Delaware Legislative Update -Delaware Supreme Court Upholds Facial Validity of Fee-Shifting Provisions in Bylaws of Delaware Non-Stock Corporation -News from the Courts: -Court...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: - News from the Courts - Delaware Legislative Update - Notable Deals - News from the SEC - London Update - Asia Update - Deal Stat Snapshot -...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

Delaware Supreme Court Disclaims Court of Chancery’s Conclusions on Fiduciary Duties of Managers of Delaware LLCs

In an opinion issued on November 7, 2012, the Delaware Supreme Court left open the long-standing question of whether the Delaware Limited Liability Company Act imposes default fiduciary duties on managers of Delaware LLCs in...more

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