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Civil Procedure Mergers & Acquisitions

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

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

Structural Coercion Negated Cleansing Effect Under 'Corwin'

by Morris James LLP on

Under the Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), business judgment review applies to cleanse a fiduciary challenge to a noncontrol transaction that was approved by an...more

First Circuit Rules that Bankruptcy Court “Retention of Jurisdiction” Provisions Not Enough to Establish Jurisdiction

It is very common for bankruptcy court orders to provide that the court retains jurisdiction to enforce such orders. Similarly, chapter 11 confirmation orders routinely provide that the bankruptcy court retains jurisdiction...more

After Settlement By Director Defendants Of Merger-Related Fiduciary Duty Breach Claims, Delaware Chancery Court Rejects Financial...

by Shearman & Sterling LLP on

On May 26, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted plaintiffs’ request to sever and stay fiduciary duty breach claims settled with directors of Good Technology Corporation (“Good”) and...more

Delaware Chancery Court Declines To Dismiss Claims Under Corwin, Finding The Complaint Adequately Pleaded That The Shareholder...

by Shearman & Sterling LLP on

On May 31, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of Charter...more

Jurisdiction Retention Clause in Sale Order Can’t Provide Bankruptcy Court Subject Matter Jurisdiction for Contract Disputes...

The Bottom Line - In a decision addressing the reaches of bankruptcy court subject matter jurisdiction, a First Circuit Panel, including retired Supreme Court Justice Davis Souter sitting by designation, ruled that the...more

Hospital Seeks Second Opinion on Certifying Class with Uninjured Members

by BakerHostetler on

Ten years into litigation, a hospital has moved to decertify a class of plaintiffs who claim the hospital’s merger caused them to overpay for medical services. Arguing there is insufficient proof that class members were...more

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

by Morris James LLP on

Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages...more

Court Of Chancery Explains Corwin Limits

by Morris James LLP on

This is an important decision if only because it explains a further limitation on the Corwin rule that an informed uncoerced stockholder vote insulates a corporate transaction from attack. First, the decision explains when a...more

Is Appraisal Arbitrage Past Its Prime?

by Morris James LLP on

Once again, some corporate lawyers are complaining that the Delaware courts are too good to stockholders or, more often, plaintiffs’ lawyers. In the more recent past, those complaints focused on merger litigation that led to...more

Delaware Law Updates - Delaware Supreme Court Explores the Definition of “Commercially Reasonable Efforts"

by McCarter & English, LLP on

Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., No. 330, 2016 (Del. Mar. 23, 2017) – The Delaware Supreme Court affirmed the judgment entered by the Court of Chancery in favor of the defendant concerning the...more

SEC Prevails on Summary Judgment In Manipulation Case

by Dorsey & Whitney LLP on

The SEC prevailed on summary judgment in a manipulation case centered on the shares of a firm which operated under the name Marley Coffee — a name which linked back through Rohan Marley to his famous father, Bob Marley who is...more

Chancery Appraises Corporation Below Merger Price Due To Synergies

by Fox Rothschild LLP on

In a recent appraisal action before the Court of Chancery, In re Appraisal of SWS Group, Inc., C.A. No. 10554-VCG (Del. Ch. May 30, 2017), Vice Chancellor Glasscock found that the fair value of the acquired entity, SWS Group,...more

Deal Price Upheld By Chancery In Petsmart Inc. Appraisal Action

by Fox Rothschild LLP on

In the recent PetSmart, Inc. appraisal proceeding, styled as In re Appraisal of PetSmart Inc., C.A. No. 10782-VCS (Del. Ch. May 26, 2017), the Delaware Court of Chancery found the deal price to be the fair value of PetSmart,...more

Court Of Chancery Upholds Deal Price As Fair Value In Appraisal Case

by Morris James LLP on

The Court of Chancery continues to wrestle with the issue of when the negotiated deal price represents "fair value" in an appraisal case. Here, serious problems with the management projections led the Court to reject a...more

Court Of Chancery Appraises Company Below Deal Price

by Morris James LLP on

Recent criticism of appraisal arbitrage argues that it comes without real risk to the petitioners. This appraisal decision, which values the company below the deal price based on a discounted cash flow analysis, should be...more

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