Mergers & Acquisitions

Read Business Torts updates, news, and legal commentary from leading lawyers and law firms:

News & Analysis as of May 25, 2013

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

by Potter Anderson & Corroon LLP on 3/28/2013

In this Opinion, the Court of Chancery denied, in large part, defendants’ motion to dismiss plaintiffs’ claims challenging several allegedly self-interested and dilutive transactions....more

Restatements Resurrected?: Accounting Fraud By The Numbers

by Stephen M. Juris | Morvillo Abramowitz Grand Iason & Anello P.C.... on 3/28/2013

Several months ago, I raised the question of why the large-scale accounting fraud cases of the type that had been so prevalent in the early 2000s were no longer a staple for either federal prosecutors or the SEC. In so doing,...more

In re Diamond Foods, Inc. Derivative Litig., C.A. No. 7657-CS (Del. Ch. Feb. 28, 2013)

by Potter Anderson & Corroon LLP on 3/7/2013

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss the plaintiffs’ breach of fiduciary duty claims. Defendant Diamond Foods, Inc. (“Diamond”) was planning a December 2011 merger...more

Truth in Takeovers Extends its Reach -Misquoted is Misleading

by Baker & McKenzie Australia on 4/7/2012

The Takeovers Panel (Panel) declared unacceptable circumstances in the recent matter of Ludowici Limited1 on the basis that FLSmidth & Co. A/S (FLS), a company proposing to acquire Ludowici Limited (Ludowici), failed to...more

Financial Advisor Conflicts Update

by McDermott Will & Emery on 3/5/2012

Recently, the Delaware Court of Chancery has examined financial advisor conflicts in the mergers and acquisitions context and emphasized in various opinions that although financial advisors play a valuable role,...more

Letters of Intent: Creating Inadvertent Obligations

by Joshua Schneiderman on 11/2/2011

Parties have long used letters of intent, term sheets and memorandums of understanding (otherwise known as “LOIs”) to express a preliminary interest in a transaction and to outline the general business terms of...more

The Del Monte Decision: Court Finds Likely Breach of Fiduciary Duties by Board Arising from Actions by Financial Advisor;...

by Morrison & Foerster LLP on 4/29/2011

In litigation over the $5.3 billion LBO of Del Monte Foods Company, the Delaware chancery court postponed for 20 days the shareholder vote on the buyout and prohibited the sponsor group during the postponement from exercising...more

In re Del Monte Foods Company Shareholders Litigation

by King & Spalding on 3/1/2011

Sell-Side Advisor Conduct Prompts Delaware Court to Enjoin Merger Vote and Deal Protections in Del Monte Buyout In a move that further limits the actions of investment banks to pair buyers and sellers in acquisition...more

Investigation Report

by Robert Bennett on 1/3/2008

When investigating a reverse merger between foreign and U.S. shell companies, make certain that the U.S. shell is clean in every way. This redacted investigation report documents a fraudulent reverse merger scheme wherein a...more

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