Steven Goldberg

Steven Goldberg

BakerHostetler

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Re-examining the M&A Playbook for Non-consenting Stockholders in Light of Cigna Health

In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more

3/4/2015 - CIGNA Consideration Delaware General Corporation Law Healthcare Indemnification Clauses Merger Agreements Release of Liability Shareholders

SEC Recently Issued a No-Action Letter Exempting Private Company M&A Brokers From Registration With the SEC as Broker-Dealers

The staff of the Division of Trading and Markets of the Securities and Exchange Commission (the "SEC") recently issued a No-Action Letter[1] that should reduce significantly the registration burdens upon certain brokers and...more

2/25/2014 - Broker-Dealer No-Action Letters Registration SEC

Retaining the Attorney-Client Privilege in a Merger

In Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, Chancellor Strine of the Delaware Chancery Court recently reaffirmed that the target company in a Delaware merger is the sole holder of the...more

2/7/2014 - Attorney-Client Privilege Confidential Communications Mergers

In re MFW Shareholders Litigation: Business Judgment Rule Applicable to Freeze-Out Mergers with Built-in Protections for Minority...

On May 29, 2013, the landmark decision of In re MFW Shareholders Litigation (MFW), issued by Chancellor Strine of the Delaware Chancery Court, held the business judgment rule standard of review is applicable to freeze-out...more

6/25/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Freeze-Out Mergers Minority Shareholders Shareholder Litigation Shareholders

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