Civil Procedure Mergers & Acquisitions Finance & Banking

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Court Of Chancery Adopts Merger Price In Appraisal Proceedings As Fair Value

After a complete analysis of the usual issues in an appraisal case involving a DCF valuation, the Court here concluded that the result was close enough to the actual price paid in the merger to warrant adoption of the merger...more

Court Of Chancery Explains Step-Transaction Theory

Not infrequently a plaintiff will argue that 2 transactions are so interrelated that his rights have been violated by structuring the deal to take 2 steps to accomplish it....more

Delaware Court Examines Implied Covenant of Good Faith Related to Earn-Out

In Fortis Advisors LLC, as the equity representative v. Dialog Semiconductor PLC, the Delaware Court of Chancery examined the implied covenant of good faith in the context of an earn-out provision included in a merger...more

The Ropes Recap: Mergers & Acquisitions Law News - January 2015

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court...more

“Appraisal Arbitrage” Receives Boost from Delaware Court of Chancery

An increasingly popular hedge fund strategy, commonly referred to as “appraisal arbitrage,” recently received a significant boost from the Delaware Court of Chancery. Appraisal arbitrage refers to the practice of buying...more

Indiana Department of Revenue Rules Forced Disposition is Nonbusiness Income

In Letter of Finding No. 02-20140306 (Dec. 31, 2014), the Indiana Department of Revenue (Department) determined that income from the sale of two operating divisions of a business pursuant to an order of the Federal Trade...more

IBERIABANK v. Beneva

When an institution acquires a failed bank from the FDIC as Receiver and then faces litigation arising from the failed bank’s loans, FDIC “special powers” can often be asserted by the institution, as assignee of the FDIC as...more

Eighth Circuit Sets Standard For Cy Pres Distributions

On January 8, 2015, the Eighth Circuit Court of Appeals established a five-factor test governing cy pres distributions in class action lawsuits. In Re: BankAmerica Corp. Sec. Litig., No. 13-2620 (8th Cir. Jan. 8, 2015). ...more

Delaware Corporate Law And Litigation: What Happened In 2014 And What It Means For You In 2015

In This Issue: - Delaware’s Leading Role in Business and Business Litigation - Curbing Stockholder Litigation: Exclusive Forum and Fee-Shifting Provisions - Two-Tiered Poison Pill Targeted at Hedge Fund...more

President Obama Signs the Multiemployer Pension Reform Act of 2014

New legislation is enacted to assist and fortify deeply troubled multiemployer pension plans. On December 16, U.S. President Barack Obama signed into law sweeping changes to the current law that governs multiemployer...more

New York Court Expands Application Of Common Interest Privilege In Case Involving M&A Transaction

Expanding the law in New York governing the attorney client privilege, New York’s intermediate appellate court held last week that anticipated or pending litigation is not a necessary prerequisite to invoking the common...more

Minority Shareholders' Alleged Control of Management and Operations Does Not Establish Domination of the Board

Emphasizing the demanding pleading standards a shareholder must meet to show that a minority shareholder controls a board of directors, on November 25, Vice Chancellor Glasscock dismissed claims for breach of fiduciary duties...more

Thanksgiving-Eve Delaware Chancery Court Decision Refuses to Dismiss Fraud-Based Claims Against Private Equity Investors and...

On Thanksgiving Eve the Delaware Chancery Court issued a detailed opinion sure to be of significance to all parties involved in M&A transactions, particularly in the private equity space. In Great Hill Equity Partners IV, LP...more

New York Appellate Court Affirms Business Judgment Rule for Going-Private Transaction

New York companies seeking to go private with a controlling shareholder may now be less vulnerable to shareholder litigation. On November 20, 2014, the New York Appellate Division, First Department, affirmed a New...more

M&A Update: Federal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique

The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their...more

Delaware Court Dismisses Action Against Seller's Directors and Financial Advisor, And Finds That Large Stockholder's "Side Deals"...

On October 24, 2014, the Delaware Court of Chancery issued a decision, In Re: Crimson Exploration Inc. Stockholder Litigation, addressing when: (i) a stockholder with less than majority voting power may be deemed a...more

Black Horse Capital, LP v. Xstelos Holdings, Inc., C.A. No. 8642-VCP (Del. Ch. Sept. 30, 2014) (Parsons, V.C.)

In this decision, the Court of Chancery granted defendants’ motion to dismiss, finding that it could not enforce the plaintiffs’ alleged oral agreement where the related written agreements make no reference to any prior...more

Texas Court Refuses to Apply Texas Choice of Law in Non-Compete Fight Involving Texas Bank

A recurrent theme in non-compete litigation is the overriding importance of choice-of-law. The latest example comes to us from the United States District Court for the Southern District of Texas and pits a Texas choice-of-law...more

Rural/Metro II: Additional Lessons for Financial Advisors, Directors and Counsel in M&A Transactions And Related Litigation

On October 10, 2014, the Delaware Court of Chancery issued a decision awarding nearly $76 million in damages against a seller’s financial advisor. In an earlier March 7, 2014 opinion in the case, In re Rural/Metro Corp....more

Should've, Would've, Could've: High Court Rules On The Use Of Hindsight In The Valuation Of A Target Company

In Ageas (UK) Ltd v Kwik-Fit (GB) Ltd & anr [2014] EWHC 2178 (QB), 4 July 2014, in a claim for breach of warranty under a share purchase agreement, the defendant's warranty and indemnity insurer, AIG, argued that the...more

Mary Mcnulty Quoted On Court Of Federal Claims Decision In Interest Netting Case

Mary McNulty was quoted in a Tax Notes Today article (subscription required) on the Court of Federal Claims decision in Wells Fargo. In Wells Fargo, the Court of Federal Claims found that a taxpayer may net underpayment...more

Ralls v. CFIUS

A U.S. Appellate Court has ruled for the first time that the U.S. government must provide access to at least some of the evidence relied upon by the President and the Committee on Foreign Investment in the United States...more

The Importance of Planning Joint Venture Exit Strategies

With the Miami real estate market making a resurgence, there is a new rush for companies to come together in a joint venture to acquire real estate and develop projects. With the excitement of a new deal, the joint venture...more

Inside The Courts - May 2014 | Volume 6 | Issue 2

In This Issue: - AUDITOR LIABILITY: ..Athale v. Sinotech Energy Ltd., No. 11 Civ. 05831(AJN) (S.D.N.Y. Feb. 21, 2014) - BYLAWS: ..ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis...more

Oral Arguments Held in First-Ever Challenge to CFIUS National Security Review of Foreign Investments in the United States

On May 5, the US Court of Appeals for the District of Columbia (DC Circuit) heard oral arguments in Ralls Corp. v. CFIUS et al. The case is the first ever challenge to the review process conducted by the Committee on Foreign...more

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