News & Analysis as of

Civil Procedure Mergers & Acquisitions

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

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

Delaware Chancery Court Holds Garner Fiduciary Exception Does Not Justify Compelled Production Of Privileged Documents Relevant To...

by Shearman & Sterling LLP on

On July 27, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery found that stockholder plaintiffs had not satisfied their burden of showing “good cause” under the Garner fiduciary exception to the...more

Delaware Supreme Court Decision Addresses Critical "Fair Value" Issues in Appraisal Litigation

On August 1, 2017, the Delaware Supreme Court issued an en banc opinion in DFC Global Corporation v. Muirfield Value Partners, L.P., et al., reversing the Delaware Court of Chancery's decision regarding the fair value of DFC...more

Delaware Supreme Court Reverses DFC Global And Clarifies The Deal Price’s Role In Appraisal Litigation

by Morris James LLP on

DFC Global Corporation v. Muirfield Value Partners L.P., No. 518, 2016 (Del. Aug. 1, 2017) - Delaware law has long made clear that the deal price for a company, while relevant, does not necessarily equate to the “fair...more

It’s Sweet to be NutraSweet: Commercial Division Overturns Arbitration Award Entered in Favor of Would-be Seller of Aspartame...

by Farrell Fritz, P.C. on

As any seasoned commercial litigator knows, courts are generally loathe to overturn the independent decisions of arbitrators. New York County Commercial Division Justice Charles E. Ramos recently examined the standard for...more

Independent Directors, Law Firm and Financial Advisor not Liable for Omissions in Private Tender Offer

R.L. Polk & Co. Inc., a private company, was allegedly more than 90% controlled by the Polk family. The Company was in the consumer marketing business with holdings such as Carfax, Inc. In March 2011, the Company initiated a...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

A government audit report out yesterday accuses the US Dep’t of Housing and Urban Development of selling more than 100k distressed mortgages over a 7 year period to PE firms and hedge funds without following the proper rules...more

Conflicting Court Decisions on Privilege Issues Create Risks for Parties in M&A

by Stinson Leonard Street on

A recent court decision exemplifies the challenges that businesses face in attempting to predict the law that will control privilege questions. The court decided that the law of the state where the court is located governs...more

Health Update - July 2017

Contracting With Technology Vendors: Obligations and Compliance Strategies - Editor’s Note: In a recent webinar, Manatt Health examined how to protect privacy when communicating in the digital age. The session revealed how...more

Antitrust Alert: Federal Court Rejects Failing Firm Defense in Merger Case

by Jones Day on

A new decision from a federal court in Delaware reinforces the high burden that parties face in insulating an otherwise anticompetitive merger based on the so-called "failing firm" defense. The Justice Department ("DOJ")...more

Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To...

by Shearman & Sterling LLP on

On July 21, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery (i) entered judgment in favor of defendants Sprint Nextel Corporation (“Sprint”) and Softbank Corp. (“Softbank”) on claims of breaches of...more

Delaware Law Updates - Delaware Supreme Court Rejects Over Expansive Application Of True-Up Provision In Purchase Agreement

by McCarter & English, LLP on

Chicago Bridge & Iron Co. v. Westinghouse Elec. Co. LLC, et al., No. 573, 2016 (Del. June 28, 2017) - The Delaware Supreme Court reversed the Court of Chancery’s entry of judgment on the pleadings based on a flawed...more

The rules of interpretation: a seller indemnity in a share purchase agreement

by Dentons on

The Supreme Court has dismissed an appeal over the meaning of an indemnity in a share purchase agreement, and in delivering its judgment has given guidance on the rules of contractual interpretation....more

Delaware Chancery Court Dismisses Post-Closing Challenge To Two-Step Merger Under Corwin Finding Tendering Stockholders Were Fully...

by Shearman & Sterling LLP on

On July 13, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed a former stockholder’s breach of fiduciary duty claims against the former directors of Diamond Resorts International...more

Blog: Chicago Bridge Reversal Reiterates Need for Consistent Accounting in Working Capital True-Up

by Cooley LLP on

The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference...more

High Court Resolves $2B 'True Up' Dispute Against Acquirer

by Morris James LLP on

The Delaware Supreme Court's recent decision in Chicago Bridge & Iron v. Westinghouse Electric, resolved a $2 billion post-closing dispute about the interplay between common features of acquisition agreements: sellers'...more

Delaware Law Updates - Delaware Court Of Chancery Upholds Continuous Ownership Rule In Dismissing Derivative Claims Of...

by McCarter & English, LLP on

In re Massey Energy Co. Deriv. & Class Action Litig., C.A. No. 5430-CB (Del. Ch. May 4, 2017), Bouchard, C. – The Delaware Court of Chancery granted the defendants’ motion to dismiss the complaint based on the continuous...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The DOL went to bat for its controversial fiduciary rule in a 5th Circuit briefing this week, but it agreed to drop a prohibition on class-action waivers that was further ruffling feathers....more

Forum Selection Clause in Broker Agreement Insufficient to Confer Personal Jurisdiction

by Farrell Fritz, P.C. on

The Second Department recently handed down a harsh reminder of the importance of obtaining an executed broker’s agreement.  Oral agreements for broker fees are apt to run afoul of the statute of frauds, and personal...more

Delaware Supreme Court Affirms Dismissal Of Disclosure Claim Based On Subsequent Employment Of Special Committee Chair By Legal...

by Shearman & Sterling LLP on

On June 15, 2017, the Supreme Court of Delaware affirmed dismissal of a putative stockholder class action alleging breach of fiduciary duty by the directors of Blount International, Inc. (“Blount”) and aiding and abetting...more

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