Civil Remedies Mergers & Acquisitions

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The Delaware Court of Chancery Finds Two Transactions Were Not Entirely Fair, but Awards No Damages Where the Prices of the...

On September 4, 2014, the Delaware Court of Chancery issued two lengthy post-trial opinions, both authored by Vice Chancellor John W. Noble, finding that recapitalization or restructuring transactions did not satisfy the...more

France: A Court of Appeals Decision Provides Helpful Guidance Regarding an Employer’s Obligations When Consulting with Employee...

Before agreeing and executing a business sale involving a transfer of a business, an international publishing company (Wolters Kluwer) consulted its works council. The works council refused to deliver its opinion and issued...more

Delaware Court Denies Attorneys’ Fees for Stockholders in Appraisal Proceedings

The Delaware Court of Chancery recently held that certain stockholders who launched appraisal proceedings challenging a merger lacked standing to obtain reimbursement of attorneys’ fees from a $10.7 million settlement in a...more

In re Astex Pharmaceuticals, Inc. S'holders Litig., Consol. C.A. No. 8917-VCL (Del. Ch. Aug. 25, 2014) (Laster, V.C.)

The Delaware Court of Chancery denied a request by the parties to enter a proposed order withdrawing plaintiffs’ counsel’s request for the Court to retain jurisdiction to determine an award of attorneys’ fees and closing a...more

What Does the Supreme Court Ruling in Alice v. CLS Mean to a Software Entrepreneur? [Video]

The Supreme Court’s ruling against broadly claimed software patents in Alice Corp. v. CLS Bank leaves many questions on patent eligibility unanswered, which means the controversy and confusion over the scope of patent...more

Amending Your Bylaws to Mitigate the Cost of Shareholder Litigation: Fee-shifting and forum selection provisions

Shareholder litigation is on the rise, increasing the cost of doing business; and companies often face litigation on multiple fronts, further increasing litigation exposure. In 2013, 94 percent of M&A deals were challenged by...more

2014 Amendments to the Delaware General Corporation Law

On July 15, 2014, Delaware Governor Jack Markell signed Delaware House Bill No. 329, which makes a number of noteworthy changes to the Delaware General Corporation Law. The 2014 amendments address: (1) mergers under DGCL...more

Antitrust Matters - July 2014 (Global)

In This Issue: - Back to the Future? Back to the Past! - Interview: African Merger Control: Interview with the COMESA Competition Commission EUROPE: *EUROPEAN UNION: - Comparing apples and...more

Ritchie v. Rupe

The Texas Supreme Court, on June 20, 2014, issued its highly anticipated opinion in Ritchie v. Rupe, 2014 Tex. LEXIS 500 (Tex. 2014). Ritchie involved a claim by a minority shareholder in a closely held corporation under the...more

Laidler v. Hesco Bastion Environmental, Inc., C.A. No. 7561-VCG (Del. Ch. May 12, 2014) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery determined the fair value of the petitioner’s stock in a statutory appraisal proceeding arising from the short-form merger of Hesco Bastion USA, Inc. (the “Company”) into the...more

Points & Authorities - Spring 2014

In this Issue: - AB 1000 and Corporate Practice in California: More than Meets the Eye—or Less? - Loose Lips Sink Ships and Careless E-mails Torpedo a Transaction - New Faces - Points from the...more

NLRB will focus on injunctions in successor cases: for potential buyers, 6 questions about their labor obligations

In another move to increase its relevancy and efficacy in the workplace, the National Labor Relations Board has indicated that it intends to focus on seeking injunctions in successor cases. Section 10(j) of the...more

Companies Acquiring Unionized Businesses Face Increased Scrutiny by the NLRB

Companies acquiring unionized businesses are likely to face increased scrutiny from the National Labor Relations Board (“Board”). On May 9, 2014, NLRB General Counsel Richard F. Griffin, Jr., issued a memorandum instructing...more

Third Point LLC V. Ruprecht; Two-Tiered Poison Pill Withstands Judicial Review

In Third Point LLC v. Ruprecht, et al., C.A. No. 9469-VCP (Del.Ch. May 2, 2014), the Delaware Chancery Court denied a preliminary injunction challenging Sotheby’s stockholder rights plan, or so-called “poison pill,” which...more

Smith, Katzenstein & Jenkins LLP v. Fidelity Mgmt. & Research Co., C.A. No. 8066-VCL (Del. Ch. April 16, 2014) (Laster, V.C.)

The Court of Chancery awarded plaintiffs attorneys’ fees and expenses under Delaware’s common fund and common benefit doctrines, concluding that defendants — who settled their potential claims against Revlon, Inc. (“Revlon”)—...more

Business Court Dismisses Derivative Action Against Duke Energy

You might remember the derivative action filed against the board of directors of Duke Energy Corporation stemming from its 2012 merger with Progress Energy. It received a lot of publicity. The merger was concluded long ago,...more

I/MX Info. Mgmt. Solutions, Inc. v. Multiplan, Inc., C.A. No. 7786-VCP (Del. Ch. Mar. 27, 2014) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery granted the plaintiff’s motion for partial summary judgment as to the withholding of escrowed funds, reasoning that the defendants did not have a pending claim that could...more

M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder...

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a...more

A Million Dollars In Fees For Class Counsel in Wachovia/Wells Fargo Merger Lawsuit

When I first looked at Judge Murphy's (unpublished) Order in Ehrenhaus v. Baker earlier this month awarding attorneys' fees to the class action attorneys who sued Wachovia and Wells Fargo over their merger in 2008, I was...more

German Court Rejects National Competition Authority Liability for Damages After Unlawful Prohibition of a Merger

The Higher Regional Court in Düsseldorf yesterday dismissed an action for damages of €1.1 billion brought by GN Store Nord against the German Federal Cartel Office. The judgment sheds some light on the possibility for...more

Plaintiff’s Attorney’s Fees in Shareholder Suits Subject to Heightened Scrutiny (In re Theragenics Case)

It’s virtually inevitable: Within hours (or less) of a press release announcing a merger or acquisition involving a public company, a group of shareholders will file a class action lawsuit against the public company target’s...more

Leading Cases in Pennsylvania Takeover Case Law: You’re Not in Delaware Anymore

Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more

Delaware Chancery Court Declines to Apply Offer-of-Judgment Rule in Appraisal Proceedings

In Huff Fund Investment Partnership v. CKx, Inc., Civil Action No. 6844-VCG, 2014 WL 545958 (Del. Ch. Feb. 12, 2014) (Glasscock, V.C.), the Delaware Court of Chancery denied a request by respondent CKx, Inc. (“CKx”) to compel...more

Microsoft Takes Home The Gold In Arbitration Against Yahoo!

For the past several years, Yahoo! has been merging its search engine and search ads system, Panama, with Microsoft’s Bing search engine. Yahoo! “paused” its efforts to integrate with Microsoft in Taiwan and Hong Kong when...more

Recent Delaware Chancery Transcripts Emphasize That Materiality Is Key To Fee Awards In Disclosure-Based M&A Settlements

Some corporate practitioners could have the impression that significant fee awards are granted as a matter of course in M&A class action litigation, even where the results obtained by class counsel were supplemental (and...more

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