Civil Remedies Mergers & Acquisitions Business Organization

Read Civil Remedies updates, alerts, news, and legal analysis from leading lawyers and law firms:
News & Analysis as of

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

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

Cooper Tire & Rubber Co. v. Apollo (Mauritius) Holdings Pvt. Ltd., C.A. No. 8980-VCG (Del. Ch. Oct. 25, 2013) (Glasscock, V.C.)

In this letter opinion, Vice Chancellor Glasscock denied a motion for judgment on the pleadings filed in connection with an expedited action in which the plaintiff Cooper Tire & Rubber Co. seeks specific performance of its...more

I/M* Info. Mgmt. Solutions, Inc. v. MultiPlan, Inc., C.A. No. 7786-VCP (Del. Ch. June 28, 2013) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery denied defendants’ motion to dismiss plaintiff’s declaratory judgment action, which sought to preclude the release of escrow funds to indemnify defendants under the...more

Delaware Chancery Court Offers New Guidance for Boards Considering Single-Bidder Sale Processes

What you need to know: The Delaware Court of Chancery has put companies on notice that sale processes that involve a single bidder, while permissible, must be designed to ensure that the board satisfies its Revlon duty...more

Going-Private Mergers with Controlling Stockholders Subject to Business Judgment Under Right Circumstances - At Least For Now

What you need to know: A recent decision by the Delaware Court of Chancery holds that a going-private merger with a controlling stockholder will be subject to the business judgment rule, not entire fairness review, if...more

In re Plains Exploration & Production Co. S’holder Litig., Consol. C.A. No. 8090-VCN (Del. Ch. May 9, 2013) (Noble)

In this opinion, the Court of Chancery denied the motion of stockholders of Plains Exploration & Production Company (“Plains”) to enjoin preliminarily the proposed merger (the “Merger”) between Plains and Freeport-McMoRan...more

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

In re PAETEC Holding Corp. S'holders Litig., C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013) (Glasscock, V.C.)

In this letter opinion, the Court of Chancery awarded attorneys’ fees and costs to plaintiffs’ counsel of $500,000 after analyzing plaintiffs’ unopposed fee request under the relevant Sugarland factors, and determining that...more

In re Celera Corp. S’holder Litig., No. 212, 2012 (Del. Dec. 27, 2012)

In this en banc decision, the Delaware Supreme Court affirmed the Court of Chancery’s certification of a class representative in a breach of fiduciary duty action, even though the class representative sold its stock in the...more

Delaware Chancery Court Strengthens First-Filed Action Rule

The Delaware Court of Chancery recently stayed a Delaware action in favor of an earlier-filed Texas case because they dealt with substantially similar facts, even where the two lawsuits did not contain identical claims. The...more

New Wave Of Lawsuits Targeting Disclosures On “Say-On-Pay;” Plaintiffs Use M&A Litigation Tactics To Attack Executive Pay

The plaintiffs’ bar has taken new aim at public companies’ annual meetings: filing lawsuits to enjoin annual shareholder approval of stock plan proposals and “Say-On-Pay” (“SOP”) votes, typically arguing that the proxy...more

Delaware Supreme Court Weighs In On Methodology for Attorneys’ Fees Award in Shareholder Derivative Litigation

On Monday, the Delaware Supreme Court affirmed a $2 billion judgment by Delaware Chancellor Strine in the Grupo Mexico/Southern Peru shareholder derivative litigation. The Supreme Court also affirmed Chancellor Strine’s...more

Pennsylvania Stockholders Bear the Burden in Freeze-Out Mergers

Originally published in the August 23, 2012 issue of The Legal Intelligencer. As the result of an opinion recently issued by the Pennsylvania Supreme Court, minority stockholders whose shares in Pennsylvania corporations...more

Majority Shareholders Who Take Part in "Squeeze-Outs" Can No Longer Count Pennsylvania as the Sanctuary It Once Was Thought to Be

Standard learning has long held that a minority shareholder of a Pennsylvania corporation who was deprived of his stock by a “cash-out” or “squeeze-out” merger had no remedy after the merger was completed other than to take...more

California Federal District Court Holds That Section 1312(a) of the California Corporations Code Provides the Exclusive Remedy For...

In Dixon v. Cost Plus, Inc., No. 12-2721, 2012 U.S. Dist. LEXIS 90854 (N.D. Cal. Jun. 27, 2012), the United States District Court for the Northern District of California held that Section 1312(a) of the California...more

Section 1312(a) Held To Preclude Preliminary Injunction In Cost Plus Tender Offer

On May 9, 2012, Cost Plus, a California corporation, and Bed Bath & Beyond, a New York corporation, issued this press release announcing their agreement for BB&B’s acquisition of Cost Plus. The acquisition was to be effected...more

Loose Lips Sink Hostile Bids: Delaware Chancery Court Enforces Non-Disclosure Agreement with Injunctive Relief

In an eloquent account of consensual merger negotiations between Martin Marietta and Vulcan Materials, the two largest players in the domestic aggregates business, Chancellor Leo Strine of the Court of Chancery of Delaware...more

Delaware Supreme Court Affirms Decision to Enjoin Martin Marietta’s Hostile Bid to Acquire Rival

On May 4, 2012, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an opinion enjoining Martin Marietta Materials, Inc., for a period of four months, from pursuing a hostile exchange offer to acquire all...more

Delaware Court of Chancery Blocks Hostile Takeover Efforts Due to Breaches of Confidentiality Agreements

Earlier this month, the Delaware Court of Chancery issued its much-anticipated post-trial decision in the dispute between "the top two rock stars in the aggregates industry," Martin Marietta Materials and Vulcan Materials. In...more

M&A and Private Equity Update

This year’s edition reflects relative consistency of national trends with the prior year. While aggregate transaction activity nationally in 2011 was only marginally higher than in 2010, we are pleased that our clients...more

Delaware Chancery Court Finds Breach of Confidentiality Agreement and Enjoins Martin Marietta’s Hostile Bid for Vulcan Materials

A recent decision of the Delaware Chancery Court shines a spotlight on the terms of confidentiality agreements and the critical importance of explicit drafting to avoid unintended consequences. Ambiguous terms in a...more

New Guidance on Confidentiality Agreements

A recent opinion regarding the enforcement of certain provisions commonly found in confidentiality agreements in the context of a hostile takeover provides important guidance on the drafting process of such agreements. In...more

Mergers and Acquisitions Alert: Delaware Chancery Court Enforces Confidentiality Agreement by Enjoining Hostile Bid

The Delaware Chancery Court recently issued an opinion finding that Martin Marietta violated two confidentiality agreements when it launched a hostile take-over bid for Vulcan Materials. While neither agreement included an...more

Delaware Chancery Court Relies on Ontario Decision on Confidentiality Agreements to Block a $5.3 Billion Hostile Bid

Taking a page from Ontario’s playbook, highly respected Delaware Chancellor Leo Strine Jr. recently found that a confidentiality agreement could temporarily block a subsequent hostile bid and proxy contest, even in the...more

63 Results
|
View per page
Page: of 3

Follow Civil Remedies Updates on: