Business Organization, Civil Remedies, Mergers & Acquisitions

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

by James Beha, Joel Haims | Morrison & Foerster LLP on 4/30/2013

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

In re PAETEC Holding Corp. S'holders Litig., C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/29/2013

In this letter opinion, the Court of Chancery awarded attorneys’ fees and costs to plaintiffs’ counsel of $500,000 after analyzing plaintiffs’ unopposed fee request under the relevant Sugarland factors, and determining that...more

Beware of Hidden Pension Liabilities in Corporate Transactions

by Mark Newton | Heenan Blaikie LLP on 1/14/2013

In a recent court case in British Columbia, employees who transferred employment as part of a corporate transaction were awarded monetary damages on account of lost pension benefits: Kerfoot v. Weyerhaeuser Company 2012 BCSC...more

In re Celera Corp. S’holder Litig., No. 212, 2012 (Del. Dec. 27, 2012)

by Potter Anderson & Corroon LLP on 1/7/2013

In this en banc decision, the Delaware Supreme Court affirmed the Court of Chancery’s certification of a class representative in a breach of fiduciary duty action, even though the class representative sold its stock in the...more

Delaware Chancery Court Strengthens First-Filed Action Rule

by Joseph E. Gallo, Michael Rosensaft | Katten Muchin Rosenman LLP on 12/18/2012

The Delaware Court of Chancery recently stayed a Delaware action in favor of an earlier-filed Texas case because they dealt with substantially similar facts, even where the two lawsuits did not contain identical claims. The...more

New Wave Of Lawsuits Targeting Disclosures On “Say-On-Pay;” Plaintiffs Use M&A Litigation Tactics To Attack Executive Pay

by Orrick - Securities Litigation and Regulatory... on 11/7/2012

The plaintiffs’ bar has taken new aim at public companies’ annual meetings: filing lawsuits to enjoin annual shareholder approval of stock plan proposals and “Say-On-Pay” (“SOP”) votes, typically arguing that the proxy...more

Delaware Supreme Court Weighs In On Methodology for Attorneys’ Fees Award in Shareholder Derivative Litigation

by Morrison & Foerster LLP on 8/30/2012

On Monday, the Delaware Supreme Court affirmed a $2 billion judgment by Delaware Chancellor Strine in the Grupo Mexico/Southern Peru shareholder derivative litigation. The Supreme Court also affirmed Chancellor Strine’s...more

Pennsylvania Stockholders Bear the Burden in Freeze-Out Mergers

by Pepper Hamilton LLP on 8/23/2012

Originally published in the August 23, 2012 issue of The Legal Intelligencer. As the result of an opinion recently issued by the Pennsylvania Supreme Court, minority stockholders whose shares in Pennsylvania corporations...more

Majority Shareholders Who Take Part in "Squeeze-Outs" Can No Longer Count Pennsylvania as the Sanctuary It Once Was Thought to Be

by Schnader Harrison Segal & Lewis LLP on 8/13/2012

Standard learning has long held that a minority shareholder of a Pennsylvania corporation who was deprived of his stock by a “cash-out” or “squeeze-out” merger had no remedy after the merger was completed other than to take...more

Consummated Mergers: It Ain’t Over 'Til the Fat Lady Sings

by Venable LLP on 8/3/2012

Merging companies whose deals fall below the Hart-Scott-Rodino (HSR) merger filing threshold may think that once they have completed their merger and integration is finished, there is no longer any threat that the federal...more

California Federal District Court Holds That Section 1312(a) of the California Corporations Code Provides the Exclusive Remedy For...

by Sheppard Mullin Richter & Hampton LLP on 7/19/2012

In Dixon v. Cost Plus, Inc., No. 12-2721, 2012 U.S. Dist. LEXIS 90854 (N.D. Cal. Jun. 27, 2012), the United States District Court for the Northern District of California held that Section 1312(a) of the California...more

Section 1312(a) Held To Preclude Preliminary Injunction In Cost Plus Tender Offer

by Allen Matkins Leck Gamble Mallory & Natsis... on 7/6/2012

On May 9, 2012, Cost Plus, a California corporation, and Bed Bath & Beyond, a New York corporation, issued this press release announcing their agreement for BB&B’s acquisition of Cost Plus. The acquisition was to be effected...more

Loose Lips Sink Hostile Bids: Delaware Chancery Court Enforces Non-Disclosure Agreement with Injunctive Relief

by Cadwalader, Wickersham & Taft LLP on 6/11/2012

In an eloquent account of consensual merger negotiations between Martin Marietta and Vulcan Materials, the two largest players in the domestic aggregates business, Chancellor Leo Strine of the Court of Chancery of Delaware...more

Delaware Supreme Court Affirms Decision to Enjoin Martin Marietta’s Hostile Bid to Acquire Rival

by Foley & Lardner LLP on 5/31/2012

On May 4, 2012, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an opinion enjoining Martin Marietta Materials, Inc., for a period of four months, from pursuing a hostile exchange offer to acquire all...more

Delaware Court of Chancery Blocks Hostile Takeover Efforts Due to Breaches of Confidentiality Agreements

by Wilson Sonsini Goodrich & Rosati on 5/30/2012

Earlier this month, the Delaware Court of Chancery issued its much-anticipated post-trial decision in the dispute between "the top two rock stars in the aggregates industry," Martin Marietta Materials and Vulcan Materials. In...more

M&A and Private Equity Update

by Akerman Senterfitt on 5/23/2012

This year’s edition reflects relative consistency of national trends with the prior year. While aggregate transaction activity nationally in 2011 was only marginally higher than in 2010, we are pleased that our clients...more

Delaware Chancery Court Finds Breach of Confidentiality Agreement and Enjoins Martin Marietta’s Hostile Bid for Vulcan Materials

by White & Case LLP on 5/18/2012

A recent decision of the Delaware Chancery Court shines a spotlight on the terms of confidentiality agreements and the critical importance of explicit drafting to avoid unintended consequences. Ambiguous terms in a...more

New Guidance on Confidentiality Agreements

by Ropes & Gray LLP on 5/17/2012

A recent opinion regarding the enforcement of certain provisions commonly found in confidentiality agreements in the context of a hostile takeover provides important guidance on the drafting process of such agreements. In...more

Mergers and Acquisitions Alert: Delaware Chancery Court Enforces Confidentiality Agreement by Enjoining Hostile Bid

by Fenwick & West LLP on 5/16/2012

The Delaware Chancery Court recently issued an opinion finding that Martin Marietta violated two confidentiality agreements when it launched a hostile take-over bid for Vulcan Materials. While neither agreement included an...more

Delaware Chancery Court Relies on Ontario Decision on Confidentiality Agreements to Block a $5.3 Billion Hostile Bid

by Osler, Hoskin & Harcourt LLP on 5/11/2012

Taking a page from Ontario’s playbook, highly respected Delaware Chancellor Leo Strine Jr. recently found that a confidentiality agreement could temporarily block a subsequent hostile bid and proxy contest, even in the...more

In re Answers Corp. S'holder Litig., C.A. No. 6170-VCN (Del. Ch. Apr. 11, 2012) (Noble, V.C.)

by Potter Anderson & Corroon LLP on 4/17/2012

In this memorandum opinion, the Court denied motions to dismiss claims for breach of the fiduciary duty of loyalty and aiding and abetting the conduct of the board of directors of Answers Corporation (“Answers”) in connection...more

FTC Granted Preliminary Injunction Against OSF Healthcare System/Rockford Health System

by King & Spalding on 4/11/2012

The U.S. District Court for the Northern District of Illinois granted the request for a preliminary injunction by the Federal Trade Commission (FTC), pending a full administrative trial before an FTC Administrative Law Judge...more

Rockford Returns — Part II: Court Grants FTC’s Preliminary Injunction Against Hospital Merger to Preserve Status Quo for...

by Mintz Levin - Health Law on 4/11/2012

In 1989, the Antitrust Division of the United States Department of Justice (DOJ) successfully challenged a proposed merger between Rockford Health System (Rockford) and SwedishAmerican Health System (SwedishAmerican), two of...more

Delaware Chancery Court Reluctantly Declines to Stop Stockholder Vote

by Loeb & Loeb LLP on 3/16/2012

The Delaware Chancery Court denied an application for preliminary injunction to stop a stockholder vote on a merger, in In re El Paso Corporation Shareholder Litigation, Consolidated CA No. 6949-CS. El Paso, which has...more

Dias v. Purches, et al., C.A. No. 7199-VCG (Del. Ch. Mar. 5, 2012) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/9/2012

On January 30, 2012, plaintiff filed a complaint in Delaware, based upon similar allegations, that also challenged the proposed takeover (the “Delaware Action”). The Parlux defendants, relying on the McWane doctrine, moved...more

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Business Organization › Civil Remedies › Mergers & Acquisitions