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Civil Remedies Mergers & Acquisitions Business Torts

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

Recent Delaware Case Sets Trap for Unwary Regarding Acquisition Agreement Indemnification Caps

by Foley & Lardner LLP on

Acquisition agreements frequently contain maximum limits or “caps” on the sellers’ potential liability for losses resulting from breaches of the sellers’ and target company’s representations and warranties. However, the...more

Delaware Law Updates – Delaware Court Of Chancery Provides Clarity On The “Quasi-Appraisal” Remedy And Post-Closing Claims

by McCarter & English, LLP on

On May 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed with prejudice a putative class action brought by stockholders of networking solutions in In re Cyan, Inc. Stockholders Litigation.[1]...more

Minority Shareholder Oppression Damages in New Jersey: More Than Just a Buyout?

As I have said many times in this blog, when minority shareholder oppression occurs, the most likely remedy is a buyout. In other words, courts in New Jersey have the power to compel the majority shareholder to pay “fair...more

Delaware Supreme Court Determines "Reasonable Best Efforts" Provisions Impose Affirmative Obligations, But Affirms Chancery...

by Shearman & Sterling LLP on

On March 23, 2017, the Supreme Court of Delaware affirmed the Court of Chancery’s denial of an injunction sought by plaintiff The Williams Companies, Inc. to prevent defendant Energy Transfer Equity, L.P. from terminating a...more

Recovery of Contractual Attorneys’ Fees for Tort and Contract Claims - Dismissing Contract Action May Mean Attorney’s Fee...

by Low, Ball & Lynch on

Dismissing Contract Action May Mean Attorney’s Fee Liability. Neeshat S. Khan v. Michael Shim - Court of Appeal, Sixth Appellate District (December 29, 2016) - Civil Code § 1717(b)(2) generally bars the award...more

Marquee Energy Appeal Reaffirms Plans of Arrangement Law in Canada

by Bennett Jones LLP on

In a decision released on November 15, 2016, the Alberta Court of Appeal allowed the appeal of Marquee Energy Ltd. (Marquee) from a prior decision of the Court of Queen's Bench of Alberta which had required, as a condition to...more

Strike Suit Struck Down

It seems that the announcement of any corporate transaction triggers a race to the courthouse by plaintiffs’ firms. These firms specialize in filing class action lawsuits demanding additional disclosures for the benefit of...more

Court Of Chancery Explains When A Minority Stockholder May Have Actual Control Over A Deal

by Morris James LLP on

This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors....more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

by Bracewell LLP on

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

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

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

by Foley & Lardner LLP on

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

Business Court Dismisses Derivative Action Against Duke Energy

by Brooks Pierce on

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

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

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

'Reps' and Warranties: One Could Cost More Than the Other Under English Contract Law

Contractual representations and warranties are often grouped together, referred to in shorthand as “reps and warranties.” The differences between the two concepts are often forgotten, but the distinction is important: a...more

Delaware Supreme Court: Bad-Faith Attempt to Renegotiate Term Sheet May Create Liability for “Benefit-of-the-Bargain” Damages

by Morrison & Foerster LLP on

A term sheet can play a useful role by allowing the parties to focus on key issues first, without getting bogged down in details. But what happens when a party agrees to a term sheet but insists on very different terms for...more

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

by Holland & Knight LLP on

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for claims brought by a group of stockholders. The claims allege that the...more

Doctrine of Successor Liability: 7th Circuit Expands Federal Standard to FLSA Claim Context

by Pavlack Law, LLC on

This week we examine the doctrine of successor liability through the 7th Circuits decision to expand application of the federal standard to Fair Labor Standards Act (FLSA) cases through the Teed v. Thomas & Betts Power...more

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

by Morrison & Foerster LLP on

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

Delaware Supreme Court Changes Law on Burden Shifting in Conflict of Interest Cases and Upholds Huge Damages and Attorney Fee...

by Ropes & Gray LLP on

In a highly anticipated decision, on August 27, the Delaware Supreme Court upheld Chancellor Leo Strine’s October 2011 trial decision in the Southern Peru Copper case. The Supreme Court’s opinion announced new law on...more

Pennsylvania Supreme Court Allows Post-Merger Suits in Cases of Fraud or Fundamental Unfairness

by Reed Smith on

Many practitioners in Pennsylvania have long been of the view that in the case of a Pennsylvania merger, no legal claim under state law seeking equitable relief or damages based on unfairness of the merger, or even fraud,...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

by Allen Matkins on

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

"Inside the Courts - Volume 4, Issue 2: An Update from Skadden Securities Litigators"

This issue of Inside the Courts, Skadden's securities litigation newsletter, includes summaries and associated court opinions of selected noteworthy cases principally decided from January to March 2012, such as the U.S....more

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