Civil Remedies › Mergers & Acquisitions › Civil Procedure

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

Condemn Now, CEQA-Compliance Later? OK. Maybe....

Acquiring property for public projects typically does not occur until after the project has received environmental approval. While this is the generally accepted rule – and it makes sense for a number of reasons – must a...more

China’s Merger Control Rules Changing: MOFCOM Publishes New Draft Regulations on Remedies and Simple Cases

China’s Ministry of Commerce recently issued two new draft regulations. The first provides a wider range of potential remedies to obtain the clearance of a concentration (e.g., a merger, acquisition, joint venture, etc.);...more

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

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

Delaware Court of Chancery Analyzes Damages Claims in Failed Asset Sale

The Delaware Court of Chancery recently denied, with one exception, cross-motions for summary judgment in an action to determine damages arising from a failed asset purchase agreement....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

Intellectual Property Bulletin - Fall 2012

In This Issue: - Court Declines to Dish Out Preliminary Injunction in Commercial-Skipping Case Despite Likelihood of Infringement - Free and Open-Source Software Diligence in Mergers, Acquisitions, and...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

Americas Min. Corp. v. Theriault, C.A. No. 30, 2012 (Del. Aug. 27, 2012)

In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s ruling in In re S. Peru Copper Corp. S’holder Derivative Litig., 30 A.3d 60 (Del. Ch. 2011), awarding base damages of $1.263 billion to...more

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

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

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

It’s Tough to Prevail in Private Consumer Class Challenges to Mergers

In Kottaras v. Whole Foods Market, Inc. (D.D.C. Jan. 30, 2012), the court refused to certify a purported class of people who had bought premium, natural or organic products from Whole Foods in the Los Angeles area after Whole...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

Martin Marietta Materials, Inc. v. Vulcan Materials Co., C.A. 7102-CS (Del. Ch. May 4, 2012) (Strine, C.) - May 04, 2012

In this memorandum opinion, the Court of Chancery construed two confidentiality agreements executed by direct competitors at the outset of friendly negotiations regarding a possible business combination. Although neither of...more

In re Answers Corp. S'holder Litig., C.A. No. 6170-VCN (Del. Ch. Apr. 11, 2012) (Noble, V.C.)

In this memorandum opinion, the Court denied motions to dismiss claims for breach of the fiduciary duty of loyalty and aiding and abetting the conduct of the board of directors of Answers Corporation (“Answers”) in connection...more

Frank v. Elgamal, C.A. No. 6120-VCN (Del. Ch. Mar. 30, 2012) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery addressed a motion to dismiss a stockholder class action complaint challenging the merger of a wholly owned subsidiary of AH Holdings, Inc. with and into American Surgical,...more

In re Celera Corp. S'holder Litig., C.A. No. 6304-VCP (Del. Ch. Mar. 23, 2012) (Parsons, V.C.)

In this opinion, the Delaware Court of Chancery addressed several issues related to class actions alleging breaches of fiduciary duty, including typicality and adequacy and the effect of the recent United States Supreme Court...more

Dias v. Purches, et al., C.A. No. 7199-VCG (Del. Ch. Mar. 5, 2012) (Glasscock, V.C.)

On January 30, 2012, plaintiff filed a complaint in Delaware, based upon similar allegations, that also challenged the proposed takeover (the “Delaware Action”). The Parlux defendants, relying on the McWane doctrine, moved...more

Update: Oracle Refuses Significant Damages Reduction, Still Dazzled By Potential Billion-Dollar Verdict

When last we looked in on the dispute between Oracle and SAP after SAP’s acquisition of TomorrowNow revealed some unfortunate baggage in the form of extensive copyright infringement, Oracle was flush with a $1.3...more

Maryland Trial Court Dismisses Claims Against NHP Directors in Stock-for-Stock Merger with Ventas

In a sweeping ruling filed late last Friday, received Tuesday, Judge Stuart Berger of the Business and Technology Case Management Program of the Circuit Court for Baltimore City granted defendants' motion to dismiss and...more

Franbar Holdings Limited v Casualty Plus Limited & Anr

Court of Appeal Judgement

Appeal by Defendant to change the accounting date for determination of an Option Price for Shares based on disputed EBITDA refused....more

Delaware Supreme Court Clarifies Law Regarding Standing Of Plaintiff-Shareholders To Bring A Post-Merger Double Derivative Action

In Lambrecht v. O’Neal, No. 135, 2010, 2010 WL 3397451 (Del. Aug. 27, 2010), the Supreme Court of Delaware answered a certified question of Delaware law from the United States District Court for the Southern District of New...more

Delaware Supreme Court Requires Credible Evidence Of A "Proper Purpose" To Review A Corporation's Books And Records

In City of Westland Police & Fire Retirement System v. Axcelis Technologies, Inc., 1 A.3d 281 (Del. 2010), the Delaware Supreme Court affirmed the dismissal of an action brought under Section 220 of the Delaware General...more

What’s the Deal with Deal Cases?

For years, litigation in most “deal” cases — involving negotiated, as opposed to hostile, acquisitions — has followed a rather predictable pattern. A proposal was announced publicly. Lawsuits were filed, usually in...more

Tenth Circuit Holds Corporate Shareholders Do Not Have Standing Under Rico To Sue Derivatively For Alleged Injuries To Corporation

In Bixler v. Foster, No. 09-2138, 2010 WL 597477 (10th Cir. Feb. 22, 2010), the United States Court of Appeals for the Tenth Circuit affirmed the dismissal of a class action lawsuit brought by minority shareholders of Mineral...more