Commercial Law & Contracts, Mergers & Acquisitions, Civil Remedies

MOFCOM Opens Public Consultation on Detailed Merger Remedies Proposals

by Siobhan Kahmann, Hai-Ching Yang | K&L Gates LLP on 4/19/2013

I. Introduction - Since the inception of China’s Anti-monopoly Law in 2008, the Ministry of Commerce (“MOFCOM”), the government authority responsible for merger review, has taken an active role in analyzing and...more

MOFCOM Requests Public Comments on Draft Provisions Related to Remedies Imposed in Conditional Approvals

by Becky Koblitz | Sheppard Mullin Richter & Hampton LLP on 4/2/2013

Since the Anti-monopoly Law (“AML”) has come into effect in August 2008, MOFCOM has issued 16 conditional approvals requiring certain structural or behavioral remedies in order to prevent the anticompetitive consequences...more

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

by Pavlack Law, LLC on 3/29/2013

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

Growth Equity: Who is in Control?

by Matthew Stewart | Fenwick & West LLP on 2/25/2013

As I discussed in an earlier article, growth equity (or growth capital) resides on the continuum of private equity investing at the intersection of venture capital and control buyouts. Growth capital is designed to facilitate...more

Delaware Court of Chancery Analyzes Damages Claims in Failed Asset Sale

by Jason F. Clouser, William M. Regan | Katten Muchin Rosenman LLP on 2/13/2013

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

Confidentiality Agreements Matter – Three Recent Cases Impacting Private Equity Transactions

by Morrison & Foerster LLP on 7/18/2012

SUMMARY OF THE CASES A confidentiality agreement (“CA”) is typically the first negotiated document in a purchase transaction. These agreements are often negotiated by junior members of the transaction team prior to one...more

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

by Cadwalader, Wickersham & Taft LLP on 6/11/2012

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

by Foley & Lardner LLP on 5/31/2012

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

by Wilson Sonsini Goodrich & Rosati on 5/30/2012

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

Reasonable Efforts May Be A Promisor’s Best Efforts

by Allen Matkins Leck Gamble Mallory & Natsis... on 5/29/2012

Contracts often include clauses requiring the parties to exercise their “best efforts” but don’t say what exactly this means. For example, a merger agreement may require parties to use their best efforts to secure all...more

M&A and Private Equity Update

by Akerman Senterfitt on 5/23/2012

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

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

by Potter Anderson & Corroon LLP on 5/22/2012

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

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

by White & Case LLP on 5/18/2012

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

by Ropes & Gray LLP on 5/17/2012

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

by Fenwick & West LLP on 5/16/2012

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

by Osler, Hoskin & Harcourt LLP on 5/11/2012

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

Canadian Patents: Importance of Registering Assignment

by Field Law on 5/2/2012

This is a review of a recent decision of the Ontario Superior Court of Justice, which has implications for Canadian patent owners and assignees. The case is Verdellen v. Monaghan Mushrooms Ltd. The facts are that...more

In re Delphi Fin. Grp. S'holder Litig., C.A. No. 7144-VCG (Del. Ch. Mar. 6, 2012) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/9/2012

In this memorandum opinion, the Court of Chancery denied a motion for preliminary injunction by plaintiff-stockholders of Delphi Financial Group, Inc. (“Delphi” or the “Company”) to enjoin a merger between the Company and...more

In re OPENLANE, Inc. Shareholders Litigation: Delaware Chancery Court Upholds “Sign and Consent” Transaction and Board Process

by King & Spalding on 11/9/2011

On September 30, 2011, Vice Chancellor Noble issued an opinion in In re OPENLANE, Inc. Shareholders Litigation that reiterated the permissibility of using a “sign and consent” structure for obtaining stockholder approval of a...more

California Court of Appeal Refuses to Permit an Action for Rescission of a Strategic Transaction, Holding That a Board Has No Duty...

by Sheppard Mullin Richter & Hampton LLP on 8/23/2011

In Monty v. Leis, 193 Cal. App. 4th 1367, 123 Cal. Rptr. 3d 641 (2011), the California Court of Appeal, Second District, affirmed the order of the California Superior Court, Santa Barbara County, denying a motion by...more

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Commercial Law & Contracts › Mergers & Acquisitions › Civil Remedies