General Business Mergers & Acquisitions Civil Procedure

Read need-to-know updates, commentary, and analysis on General Business issues written by leading professionals.
News & Analysis as of

Delaware Court Affirms Utility of Buyer Acknowledgment Clause in Dismissing Fraud Claim

In IAC Search, LLC v. Conversant LLC (f/k/a ValueClick, Inc.), 2016 WL 6995363 (Del. Ch. Nov. 30, 2016), the Delaware Court of Chancery provided a reminder on how potentially-overlooked contractual provisions could have a...more

Court Of Chancery Explains Class Distribution Procedures

Distributing the proceeds from a class action settlement is not as easy as you might think. Tracing ownership is complicated by the use of various intermediaries such as Cede & Co. This decision explains why that is so and...more

Delaware Law Updates – Pleading Breach of the Implied Covenant of Good Faith and Fair Dealing in the Publicly Traded Master...

In Dieckman v. Regency GP LP, --- A.3d ---, 2017 WL 243361 (Del. Jan. 20, 2017), the Delaware Supreme Court reversed the Court of Chancery[1] and held that the common unitholder plaintiff’s complaint properly stated a claim...more

Your Daily Dose of Financial News

Ex-VW-Chairman Ferdinand Piech has thrown a wrench in the automaker’s official narrative of the emissions cheating scandal by suggesting, in sworn testimony, that the company knew of the cheating months before it was...more

NC Bar on Notice: Business Court May Increase Scrutiny for Approval of Disclosure-Only Class Action Settlements & Attorneys’ Fees

Rolling into the new year, North Carolina attorneys are on notice that the ability to gain approval of class action settlements and related attorneys’ fees may become more difficult in some cases. In recent years, we have...more

FTC Increases HSR and Clayton Act Thresholds

The Federal Trade Commission (FTC) recently announced that the reporting thresholds under Section 7A of the Clayton Act, known as the Hart-Scott-Rodino (H-S-R) Antitrust Improvements Act of 1976 (the Act), will be increased....more

Delaware Law Updates - 2016 Year in Review

Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more

I.A.T.S.E. Local No. One Pension Fund v. General Electric Company, C.A. No. 11893-VCG (Del. Ch. Dec. 6, 2016) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery rejected defendants’ argument that certain fiduciary duty claims asserted by a pension fund with respect to a squeeze out merger adhered to the stock received as consideration...more

IAC Search, LLC v. Conversant LLC, C.A. No. 11774-CB (Del. Ch. Nov. 30, 2016) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery dismissed pursuant to Rule 12(b)(6) Plaintiff IAC Search, LLC’s (“IAC”) claim against Defendant Conversant LLC, formerly known as ValueClick, Inc. (“ValueClick”), that it...more

Preserving or Eliminating Fraud Claims in M&A Transactions (Update)

In this April 2016 post, we addressed preserving or eliminating extra-contractual fraud claims in M&A transactions. In this follow-up, we discuss a recent Delaware Chancery Court decision that further clarifies the framework...more

Top 10 Business Divorce Cases of 2016

I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more

Commercial Division Enforces Strict Compliance With Change-of-Control Notice Requirement

In GSMC II 2006-GC6 Bridgewater Hills Corporate Center, LLC v. Lexington Realty Trust, Case No. 653117/2015, 2016 BL 378261 (N.Y. Sup. Ct. Nov. 2, 2016), Justice Jeffrey K. Oing of the Commercial Division denied a motion to...more

LLC Operating Agreement Does Not Prevent Freeze-Out Merger

On October 24, 2016, Justice Charles E. Ramos of the New York Commercial Division denied a motion by minority members of a limited liability company (“LLC”) to enjoin a freeze-out merger that would cash out the minority...more

New York Court Upholds Insider-Trading Verdict

U.S. District Judge Jed Rakoff denied motions for judgment as a matter of law or for a new trial after a jury found the defendants civilly liable for insider trading. The decision in SEC v. Payton (S.D.N.Y. Nov. 29, 2016)...more

Sandbagging in M&A Transactions: Default Rules in Delaware, New York and California

One of the most confusing legal issues facing foreign buyers of U.S. assets is governing law. Especially for Asia-based clients whose legal system is civil law based and uniform throughout the country, the U.S.’s state...more

Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Damages, Cautioning That Such Claims Are Best Pursued...

In Nguyen v. Barrett, C.A. No. 11511-VCG, 2016 WL 5404095 (Del. Ch. Sept. 28, 2016) (Glasscock, V.C.), the Delaware Court of Chancery dismissed an amended complaint seeking damages for alleged disclosure violations in...more

Your daily dose of financial news - The Brief – 10.3.16

Deutsche Bank’s penchant for dealing in risk—in the form of currency swaps, bond sales, or derivatives, among others—has left it (and its highly leveraged balance sheet) particularly vulnerable amidst last week’s news of...more

Second Circuit Affirms Exclusion of Certain Foreign Purchasers and Purchases from Securities Class Action

The U.S. Court of Appeals for the Second Circuit issued a lengthy opinion today in the long-running In re Vivendi, S.A. Securities Litigation, affirming the jury’s verdict on liability and addressing issues about loss...more

Antitrust-Related Recent Developments: Merger Agreement Efforts Subject of Litigation

In a recent action raising the issue of the nature of a merger party’s obligation to take steps necessary to clear antitrust regulatory hurdles “as promptly as reasonably practicable,” Alere, Inc. sued Abbott Laboratories in...more

Taming the Bull Rider: Chancery Court Reining in Mootness Fee Awards in Merger Litigation

Last month, the Delaware Chancery Court drastically reduced – from $275,000 to $50,000 – a mootness fee award requested by plaintiffs’ counsel in a lawsuit challenging the merger between PayPal and Xoom Corporation, finding...more

Delaware Court of Chancery Addresses the “Cleansing Effect” of Stockholder Approval In Post-Closing M&A Damages Actions

In two recent decisions, City of Miami General Employees’ & Sanitation Employees’ Retirement Trust v. Comstock, C.A. No. 9980-CB, 2016 Del. Ch. LEXIS 133 (Del. Ch. Aug. 24, 2016) (Bouchard, C.) (“Comstock”), and Larkin v....more

Court Finds Spanish-Language Movies May Be A Proper Antitrust Product Submarket

Can Spanish-language media content constitute a proper antitrust product submarket for purposes of a Sherman Act claim? A federal district court in Houston appears to be the first to address the issue and has signaled that,...more

The Decline of the Disclosure-Only Settlement: Will We Regret What We Wished For?

In combination with the Delaware Court of Chancery’s decision in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016), Judge Posner’s blistering opinion In re Walgreen Company Stockholder Litigation, 2016...more

Seventh Circuit Brands Disclosure-Only Settlement a “Racket” and Endorses Delaware Court of Chancery’s Stricter Standard for...

In a 2-1 decision, the Seventh Circuit has joined the Delaware Court of Chancery’s call for enhanced scrutiny of “disclosure-only” M&A settlements that involve no monetary benefits to shareholders. As previously discussed,...more

Eighth Circuit Holds Asset Purchaser Liable for Failure to Provide WARN Notice to Seller's Employees

In a typical corporate transaction, the parties structure the deal as an asset purchase, whereby the buyer purchases essentially all of the company’s property, equipment, goodwill, customer lists, etc. If the asset purchase...more

371 Results
|
View per page
Page: of 15

Follow General Business Updates on:

Popular Topics

"My best business intelligence, in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:

Sign up to create your digest using LinkedIn*

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.

Already signed up? Log in here

*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.
×