Martin Marietta Materials, Inc. v. Vulcan Materials Co., C.A. 7102-CS (Del. Ch. May 4, 2012) (Strine, C.) - May 04, 2012 by Potter Anderson & Corroon LLP on 5/22/2012 In this memorandum opinion, the Court of Chancery construed two confidentiality agreements executed by direct competitors at the outset of friendly negotiations regarding a possible business combination. Although neither of...more
Seventh Circuit Court of Appeals Rejects Argument That Wisconsin Corporate Law Is Part of Articles of Incorporation by Katten Muchin Rosenman LLP on 5/21/2012 The U.S. Court of Appeals for the Seventh Circuit rejected the argument of a dissenting shareholder in a freezout merger that provisions of Wisconsin’s corporate law were binding contractually on a company’s founders and its...more
China’s Anti-Monopoly Law Makes it Easier to Sue in Cases of Anti-Competitive Conduct by McDermott Will & Emery on 5/11/2012 Recently, the Supreme People’s Court of China issued final rules to build a working framework for civil anti-monopoly cases brought under the country’s Anti-Monopoly Law. The rules will take effect on 1 June 2012....more
BLG Monthly Update, May 2012 by Neil Guthrie on 5/4/2012 Crucial commas, greasy chips and electronic contracts -- all this and more in the BLG Monthly Update for May 2012!...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
In re K-Sea Transportation Partners L.P. Unitholders Litig., C.A. No. 6301-VCP (Del. Ch. Apr. 4, 2012) (Parsons, V.C.) by Potter Anderson & Corroon LLP on 4/6/2012 In this case, the Court, relying on the express provisions of the limited partnership agreement (the “LPA”) of K-Sea Transportation Partners, L.P. (“K-Sea”), granted the defendants' motion to dismiss all counts brought by...more
Frank v. Elgamal, C.A. No. 6120-VCN (Del. Ch. Mar. 30, 2012) (Noble, V.C.) by Potter Anderson & Corroon LLP on 4/3/2012 In this memorandum opinion, the Court of Chancery addressed a motion to dismiss a stockholder class action complaint challenging the merger of a wholly owned subsidiary of AH Holdings, Inc. with and into American Surgical,...more
In re Celera Corp. S'holder Litig., C.A. No. 6304-VCP (Del. Ch. Mar. 23, 2012) (Parsons, V.C.) by Potter Anderson & Corroon LLP on 3/27/2012 In this opinion, the Delaware Court of Chancery addressed several issues related to class actions alleging breaches of fiduciary duty, including typicality and adequacy and the effect of the recent United States Supreme Court...more
Court of Appeal Rules Cartwright Act Does Not Reach Premerger Conduct by Howard Ullman on 3/9/2012 In State ex rel. Van de Kamp v. Texaco, Inc., 46 Cal. 3d 1147 (1988), the California Supreme Court held that the Cartwright Act does not reach mergers and acquisitions. In Asahi Kasei Pharma Corp. v. CoTherix, Inc., No....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
Energy Newletter - March 2012 by King & Spalding on 3/2/2012 In This Issue: TRANSACTIONAL Transactions The Top 10 Issues Facing the LNG Industry in 2012 Philip Weems, Matt Salo With numerous technological, commercial, and geopolitical factors...more
Indian Supreme Court Holds for Vodafone by King & Spalding on 2/20/2012 On January 20, the Indian Supreme Court handed down a major victory for foreign investors in the landmark case of Vodafone International Holdings B.V. The Vodafone case arose from Vodafone’s 2007 acquisition...more
Monopolization Claims Against Adobe Relating to Acquisition of FreeHand Survive Motion to Dismiss by Howard Ullman on 2/15/2012 Judge Koh refused to dismiss the bulk of an antitrust complaint Against Adobe Systems relating to its acquisition of FreeHand, a professional vector graphic illustration software. Although Adobe signed an FTC consent...more
Case Study: Messner V. Northshore by Mintz Levin - Antitrust on 2/10/2012 Law360, New York (February 09, 2012, 6:45 PM ET) -- In the health care antitrust world, the Federal Trade Commission Evanston case, involving a retrospective attack on the consummated merger between Evanston...more
Update: Oracle Refuses Significant Damages Reduction, Still Dazzled By Potential Billion-Dollar Verdict by Foley Hoag LLP - Trademark, Copyright &... on 2/9/2012 When last we looked in on the dispute between Oracle and SAP after SAP’s acquisition of TomorrowNow revealed some unfortunate baggage in the form of extensive copyright infringement, Oracle was flush with a $1.3...more