Civil Procedure General Business Mergers & Acquisitions

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New York Court Upholds Insider-Trading Verdict

U.S. District Judge Jed Rakoff denied motions for judgment as a matter of law or for a new trial after a jury found the defendants civilly liable for insider trading. The decision in SEC v. Payton (S.D.N.Y. Nov. 29, 2016)...more

Sandbagging in M&A Transactions: Default Rules in Delaware, New York and California

One of the most confusing legal issues facing foreign buyers of U.S. assets is governing law. Especially for Asia-based clients whose legal system is civil law based and uniform throughout the country, the U.S.’s state...more

Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Damages, Cautioning That Such Claims Are Best Pursued...

In Nguyen v. Barrett, C.A. No. 11511-VCG, 2016 WL 5404095 (Del. Ch. Sept. 28, 2016) (Glasscock, V.C.), the Delaware Court of Chancery dismissed an amended complaint seeking damages for alleged disclosure violations in...more

Your daily dose of financial news - The Brief – 10.3.16

Deutsche Bank’s penchant for dealing in risk—in the form of currency swaps, bond sales, or derivatives, among others—has left it (and its highly leveraged balance sheet) particularly vulnerable amidst last week’s news of...more

Second Circuit Affirms Exclusion of Certain Foreign Purchasers and Purchases from Securities Class Action

The U.S. Court of Appeals for the Second Circuit issued a lengthy opinion today in the long-running In re Vivendi, S.A. Securities Litigation, affirming the jury’s verdict on liability and addressing issues about loss...more

Antitrust-Related Recent Developments: Merger Agreement Efforts Subject of Litigation

In a recent action raising the issue of the nature of a merger party’s obligation to take steps necessary to clear antitrust regulatory hurdles “as promptly as reasonably practicable,” Alere, Inc. sued Abbott Laboratories in...more

Taming the Bull Rider: Chancery Court Reining in Mootness Fee Awards in Merger Litigation

Last month, the Delaware Chancery Court drastically reduced – from $275,000 to $50,000 – a mootness fee award requested by plaintiffs’ counsel in a lawsuit challenging the merger between PayPal and Xoom Corporation, finding...more

Delaware Court of Chancery Addresses the “Cleansing Effect” of Stockholder Approval In Post-Closing M&A Damages Actions

In two recent decisions, City of Miami General Employees’ & Sanitation Employees’ Retirement Trust v. Comstock, C.A. No. 9980-CB, 2016 Del. Ch. LEXIS 133 (Del. Ch. Aug. 24, 2016) (Bouchard, C.) (“Comstock”), and Larkin v....more

Court Finds Spanish-Language Movies May Be A Proper Antitrust Product Submarket

Can Spanish-language media content constitute a proper antitrust product submarket for purposes of a Sherman Act claim? A federal district court in Houston appears to be the first to address the issue and has signaled that,...more

The Decline of the Disclosure-Only Settlement: Will We Regret What We Wished For?

In combination with the Delaware Court of Chancery’s decision in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016), Judge Posner’s blistering opinion In re Walgreen Company Stockholder Litigation, 2016...more

Seventh Circuit Brands Disclosure-Only Settlement a “Racket” and Endorses Delaware Court of Chancery’s Stricter Standard for...

In a 2-1 decision, the Seventh Circuit has joined the Delaware Court of Chancery’s call for enhanced scrutiny of “disclosure-only” M&A settlements that involve no monetary benefits to shareholders. As previously discussed,...more

Eighth Circuit Holds Asset Purchaser Liable for Failure to Provide WARN Notice to Seller's Employees

In a typical corporate transaction, the parties structure the deal as an asset purchase, whereby the buyer purchases essentially all of the company’s property, equipment, goodwill, customer lists, etc. If the asset purchase...more

Chancery Court Denies Motion to Dismiss Fiduciary Duty Claims Where Directors Approved Merger That Extinguished Threatened...

On July 28, 2016, the Delaware Court of Chancery held that stockholders of Riverstone National, Inc. had adequately stated a breach of fiduciary duty claim against the company's directors who approved a merger that...more

Key Takeaways from Cornerstone Research’s Securities Class-Action Filings 2016 Midyear Assessment

Cornerstone Research recently released its 2016 midyear assessment of federal securities class-actions filings. The report finds an increase in filings in the first half of 2016, with particular increases in M&A filings,...more

Delaware Chancery Court Finds that Director Defendants Can Not “Merge Their Way Out of” Breach of Fiduciary Claims

On July 28, 2016, the Delaware Chancery Court allowed claims of unfair dealing against the Board of property management company Riverstone National Inc. to survive where the directors facilitated a merger that forestalled a...more

Successful Two-Step Tender Offer has the Same Revlon Cleansing Effect as a Stockholder Vote

The plaintiffs in In Re Volcano Corp. Stockholder Litigation were former public stockholders of a company that was acquired for $18 per share in an all-cash merger. Just five months prior, the target company had declined an...more

New York and North Carolina Take a Narrow Approach to Common Interest Doctrine

Brief Summary - The "common interest doctrine" generally protects attorney-client communications, even if such communications are disclosed to a third party, as long as the third party shares a common legal interest with...more

‘Sorry, But You Have Nothing in Common’: The New York Court of Appeals’ Recent Rejection of the ‘Common Interest Doctrine’...

The New York Court of Appeals, the state’s highest court, recently rejected an attempt to apply the “common interest doctrine,” an exception to the general rule that communicating privileged information to a third party...more

Delaware Law Updates - Delaware Supreme Court Defers to the Court of Chancery’s Fact-Finding and Witness Credibility...

In a recent decision out of the Delaware Supreme Court—CDX Holdings, Inc. v. Fox, C.A. No. 526, 2015 (Del. June 6, 2016)—Justice Holland, writing for the majority, affirmed a Court of Chancery post-trial decision that found...more

New York Court of Appeals Rejects More General Application of Common-Interest Privilege in M&A Settings

New York’s highest court has rejected an attempt to expand the state’s common-interest doctrine, and reinstated the New York rule that the doctrine only applies in the context of actual or threatened litigation. Citing the...more

New York’s Highest Court Refuses to Expand the Common Interest Doctrine to Merging Parties

On June 9, 2016, the New York Court of Appeals issued a stark reminder to transactional lawyers: no matter how much “common interest” two parties may have with respect to a transaction, the common interest doctrine may not...more

M&A Update: New York Court of Appeals Rejects Extension of Common Interest Privilege to Merger Talks

On June 9, 2016, a divided New York Court of Appeals in a much-anticipated ruling held that the attorney-client privilege can only be maintained for communications involving third parties in situations where litigation is...more

CDX Holdings, Inc. v. Fox: Chancery Court’s Decision Is Affirmed, But Dissent Blasts Use of “Hindsight Bias” Analysis

On June 6, 2016, the Supreme Court of Delaware affirmed a decision of the Chancery Court finding that corporate directors and officers involved in a sales transaction breached a contract with option holders to fairly value...more

Appraisal Risk Back In The Spotlight After Dell

The Delaware Court of Chancery (the "Court") recently ruled that the fair value of Dell Inc. shares at the time of the 2013 US$24.9 billion buyout of Dell Inc. by CEO Michael Dell and Silver Lake Partners was US$17.62 per...more

The Ropes Recap: Mergers & Acquisition Law News - First Quarter 2016

NEWS FROM THE COURTS - Court of Chancery Applies Entire Fairness Standard to Commercial Arrangement with Controlling Stockholder - In a recent opinion, Vice Chancellor Laster of the Delaware Court of Chancery held...more

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