News & Analysis as of

Civil Procedure General Business Mergers & Acquisitions

Read Civil Procedure updates, alerts, news, and legal analysis from leading lawyers and law firms:

First Circuit Rules that Bankruptcy Court “Retention of Jurisdiction” Provisions Not Enough to Establish Jurisdiction

It is very common for bankruptcy court orders to provide that the court retains jurisdiction to enforce such orders. Similarly, chapter 11 confirmation orders routinely provide that the bankruptcy court retains jurisdiction...more

Chancery Appraises Corporation Below Merger Price Due To Synergies

by Fox Rothschild LLP on

In a recent appraisal action before the Court of Chancery, In re Appraisal of SWS Group, Inc., C.A. No. 10554-VCG (Del. Ch. May 30, 2017), Vice Chancellor Glasscock found that the fair value of the acquired entity, SWS Group,...more

Deal Price Upheld By Chancery In Petsmart Inc. Appraisal Action

by Fox Rothschild LLP on

In the recent PetSmart, Inc. appraisal proceeding, styled as In re Appraisal of PetSmart Inc., C.A. No. 10782-VCS (Del. Ch. May 26, 2017), the Delaware Court of Chancery found the deal price to be the fair value of PetSmart,...more

Court Of Chancery Upholds Deal Price As Fair Value In Appraisal Case

by Morris James LLP on

The Court of Chancery continues to wrestle with the issue of when the negotiated deal price represents "fair value" in an appraisal case. Here, serious problems with the management projections led the Court to reject a...more

Court Of Chancery Appraises Company Below Deal Price

by Morris James LLP on

Recent criticism of appraisal arbitrage argues that it comes without real risk to the petitioners. This appraisal decision, which values the company below the deal price based on a discounted cash flow analysis, should be...more

Irredeemable: Delaware Case Will Make Redemption Rights Tougher to Enforce

by Farrell Fritz, P.C. on

Venture capital funds routinely negotiate for a right of redemption – the right to require the company to buy out their shares after a certain period of time if an exit has not occurred – as a key element of their exit...more

Navigating the Currents – Legal Privilege Under English Law

On 8 May 2017 the High Court in London applied a strict approach to litigation privilege in the context of self-reporting investigations. It is the first case in which a court has considered whether litigation privilege is...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Jon Corzine’s plotting his Wall Street comeback, and he’s planning on using the unpredictable nature of the new administration to help him (and his new hedge fund) get there....more

Delaware Court Of Chancery Focuses On Fiduciary Duty Of Directors Appointed By Preferred Stockholders

by Roetzel & Andress on

In a recent Delaware Court of Chancery opinion filed April 14, 2017 in The Frederick Hsu Living Trust v. ODN Holding Corporation, the court held that it may be a breach of the directors’ fiduciary duty to cause the...more

Where Is Delaware Corporate Litigation Going?

by Morris James LLP on

There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it. Conversely, sellers too will bear the risk that buyer's remorse...more

Court Of Chancery Rejects Novel Breach Of Appraisal Rights Claim

by Morris James LLP on

This decision begins with a conventional analysis of a claim that disclosure violations and director self-interest have tainted a merger vote. That claim was rejected for want of factual support. More unusual, the decision...more

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

Stockholders' Complaint Survives Chancery's 'Corwin' Analysis

by Morris James LLP on

After a series of successful applications of the Corwin doctrine in Delaware's Court of Chancery, a plaintiff has finally survived a motion to dismiss where Corwin was applied. In In re Saba Software Stockholder Litigation,...more

M&A Indemnification Provisions: Are You Drafting Unenforceable Time Limits?

In an M&A transaction, the convention is for the seller to make representations and warranties to the buyer regarding the target business. When the target business is a private company, the acquisition agreement typically...more

Court Of Chancery Explains The “Known Looter” Theory For Controllers

by Morris James LLP on

This is an interesting decision because it examines an intriguing legal theory for holding a controlling stockholder liable in a sale: the “known looter” theory. Generally speaking, controllers can sell their stock to whoever...more

The Responsible Corporate Officer Doctrine in the Wake of DeCoster

Executive Summary: The most important Park doctrine case in over forty years may be heading to the Supreme Court – but not if the federal government has its way. The Responsible Corporate Officer doctrine (“RCO doctrine”),...more

Debt Dialogue: April 2017 - The ‘Commercially Reasonable Efforts’ Standard as Defined by the Delaware Supreme Court

In its recent decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court offered guidance on the interpretation of the “commercially reasonable efforts” standard in a merger...more

Notable Delaware Decisions: First Quarter 2017

by BakerHostetler on

The Delaware Chancery Court and Delaware Supreme Court were busy during the first quarter of 2017, handing down decisions touching on: Required disclosure in a variety of settings – for standard-of-review “cleansing”...more

Court Of Chancery Explains Fiduciary Duty Of Preferred Stockholders’ Directors

by Morris James LLP on

This decision is a primer on most of the major issues in Delaware corporate law. However, what it is most likely to be remembered for is its explanation of the duties that directors have to the enterprise as a whole, even...more

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

by Ropes & Gray LLP on

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

Global Private Equity Newsletter - Spring 2017 Edition: Purchase Price Adjustment Disputes: Drafters Beware

by Dechert LLP on

It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more

Stockholder Vote Enjoined Over Banker's Financial Interest in Merger

by Morris James LLP on

Investment bankers play a central role in the exploration, evaluation, selection and implementation of strategic alternatives for Delaware companies. To enable stockholders to carefully assess how much weight to give an...more

SRS vs. Gilead Sciences: Delaware Chancery Court finding that "indication" means "disease" allows Gilead not to make $50M...

by King & Spalding on

In Shareholder Representative Services (SRS) vs. Gilead Sciences et al., an opinion issued on March 15, 2017, the Chancery Court of the State of Delaware found that the term “indication” means “disease” for purposes of a $50M...more

March 2017 Protest Roundup

Our March bid protest round-up brings you disparate treatment, undocumented agency rationales, the duty of candor to courts, the unusual timeliness rules for protests of Organizational Conflicts of Interest (OCIs), and (once...more

Court Of Chancery Rejects Vague Demand Excusal Allegations

by Morris James LLP on

This is an interesting decision because it applies the rules for determining when a derivative plaintiff, in the LLC context, has sufficiently alleged that pre-suit demand on the board would have been futile. ...more

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