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Civil Procedure Mergers & Acquisitions

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

Practice Pointers on Choosing Standards: “Commercially Reasonable Efforts,” “Best Efforts” and Similar Standards

by Morrison & Foerster LLP on

Background - Contracting parties frequently use terms such as “commercially reasonable efforts,” “reasonable efforts,” “best efforts” or similar standards when describing their expectations regarding the performance of a...more

Delaware’s Restrictive Trulia Standard Gains Traction in California

Silicon Valley court signals increased scrutiny of disclosure-only settlements of merger objection litigation. Delaware Courts have become reluctant to approve settlements of merger objection lawsuits based on...more

Court Holds That Attorneys Acted As An Escrow Agent And Could Be Sued For Breach Of Fiduciary Duty By A Non-Client

by Winstead PC on

In Alexander O&G, LLC v. Nomad Land & Energy Res., LLC, Nomad entered into a Purchase and Sale Agreement (“PSA”) with Alexander O&G, LLC (“AOG”) for the sale of oil and gas interests. No. H-16-2065, 2017 U.S. Dist. LEXIS...more

Finding Disclosures Were Adequate, Delaware Court Of Chancery Applies Corwin And Volcano To Dismiss Post-Closing Breach Of...

by Shearman & Sterling LLP on

On September 28, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed stockholder class claims for breach of fiduciary duty brought against the former directors of The Fresh Market (“TFM”) after...more

Inside the Courts – An Update From Skadden Securities Litigators - September 2017/ Volume 9 / Issue 3

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2017 and August 2017....more

Chancery Dismisses Claim Seeking Damages Post-Closing for Unfair Merger Transaction

by Morris James LLP on

Delaware jurisprudence encourages decision-making by boards of independent and disinterested directors. If a transaction does not involve a controlling stockholder and is approved by a majority of disinterested and...more

Nevada Supreme Court Adopts Delaware’s Direct Harm Test For Derivative Claims

by Allen Matkins on

On the same day that the Nevada Supreme Court rejected Delaware’s approach to reviewing special litigation committee determinations, it adopted Delaware’s test for determining whether a shareholder suit is derivative or...more

Amendments to Connecticut Business Corporation Act Effective October 1, 2017

by Murtha Cullina on

Public Act No. 17-108, titled An Act Concerning Limited Liability Companies and Business Corporations (the "Act"), has amended the Connecticut Business Corporation Act ("CBCA"). Effective October 1, 2017, the Act amends the...more

In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation: MFW Provides Recipe for Protecting One-Sided Controller...

by Perkins Coie on

In its opinion in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation,[1] issued in August 2017, the Delaware Chancery Court addressed a question left open under Kahn v. M&F Worldwide Corp.[2] (MFW)—namely,...more

Principle of economic succession in private enforcement to come under Supreme Court´s scrutiny

by DLA Piper on

In October 2016, the Appeal Court of Helsinki, altering the judgement of Helsinki District Court, held that certain companies, which had acquired the business or equity of asphalt cartel companies after the infringement had...more

Court Of Chancery Addresses The Need For Legally-Distinct Co-Conspirators Under A Conspiracy Theory Of Jurisdiction

by Morris James LLP on

The general rule is that personal jurisdiction based on a conspiracy theory cannot rely on allegations of an individual officer conspiring with his corporate employer. There is a possible exception, however, when the officer...more

FLSA Successor Liability - More Than You Bargained For

A common method for business expansion is for one company to acquire another company’s operations and then merge the operations into the acquiring company. However, even when care is taken to structure such acquisitions to...more

Delaware Court Of Chancery Dismisses Post-Closing Stockholder Suit Asserting Fiduciary Duty Breach Claims And Also Seeking...

by Shearman & Sterling LLP on

On August 28, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed a putative stockholder class action against the directors of Kreisler Manufacturing Corporation (“Kreisler”), rejecting...more

Blog: Martha Stewart Decision Draws Roadmap for Controller Sales to Third Parties

by Cooley LLP on

A transaction involving a controlling stockholder on both sides of the deal presents a clear conflict of interest that will result in heightened scrutiny under the “entire fairness” standard of review if later challenged....more

Delaware Court Of Chancery Extends MFW Protections To One-Sided Controller Transactions

by Shearman & Sterling LLP on

On August 18, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery dismissed a putative shareholder suit asserting claims for breach of fiduciary duty against Martha Stewart, the controlling...more

Court Of Chancery Gives Guidance On What Constitutes Bad Faith

by Morris James LLP on

In Re Meadwestvaco Stockholders Litigation, C.A. No. 10617-CB (August 17, 2017) - As this decision explains, to state a claim attacking a merger on the basis that the Board acted in bad faith you need more than ...more

Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third-Parties

On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and...more

No Payday for Objecting Stockholders as Delaware Supreme Court Reverses Appraisal Ruling

by White & Case LLP on

The Delaware Supreme Court recently reversed a Delaware Chancery Court's finding that a private equity buyer had underpaid in connection with its acquisition of payday lending firm DFC Global Corporation....more

Delaware Chancery Court Dismisses Post-Closing Fiduciary Duty Claims, Finding The Complaint Failed To Plead Bad Faith

by Shearman & Sterling LLP on

On August 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder suit asserting breach of fiduciary duty claims against the directors of MeadWestvaco Corporation (“MW”) in connection...more

Federal Circuit Says PTO Submissions can Waive Privilege to Future Communications

On July 20, 2017, the United States Court of Appeals for the Federal Circuit in In re OptumInsight denied OptumInsight’s petition for writ of mandamus on privilege waiver. The court held that the District Court for the...more

Court Of Chancery Rejects Merger Price As Setting Fair Value

by Morris James LLP on

ACP Master Ltd. v. Sprint Corporation, C.A. 8508-VCL (July 21, 2017, corrected Aug. 8, 2017) - This another, albeit rare, decision that demonstrates there is real risk in petitioning for appraisal. The Court found that the...more

Court Of Chancery Protects Privilege In Books and Records Action And Addresses Corwin’s Effect On Mismanagement Investigation...

by Morris James LLP on

Salberg v. Genworth Financial Inc., C.A. No. 2017-0018-JRS (July 27, 2017) - This is an important decision for its analyses implicating the Garner and Corwin rules. The Garner rule is that, under certain narrow...more

Court Of Chancery Explains Fraud Pleading Standards

by Morris James LLP on

Sparton Corporation v. O’Neil, C.A. 12403-VCMR (August 9, 2017) - This decision explains what needs to be alleged to state a fraud claim. ...more

Delaware Supreme Court Provides Guidance on Factors to Consider in Appraisal Valuation Procedure in Context of DFC Global...

by Ropes & Gray LLP on

In DFC Global Corp. v. Muirfield Value Partners, L.P.,1 the Delaware Supreme Court reversed and remanded the Court of Chancery’s appraisal decision relating to the 2014 acquisition of DFC Global Corporation, an international...more

RCRA Corrective Action Liability: Can it be Imposed on a Company that Never Owned or Operated the Facility?

by Williams Mullen on

The North Carolina Court of Appeals recently issued a ruling that will have a significant impact on business transactions involving property subject to a permit or corrective action obligations under the Resource Conservation...more

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