Finance & Banking Mergers & Acquisitions Civil Remedies

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Laidler v. Hesco Bastion Environmental, Inc., C.A. No. 7561-VCG (Del. Ch. May 12, 2014) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery determined the fair value of the petitioner’s stock in a statutory appraisal proceeding arising from the short-form merger of Hesco Bastion USA, Inc. (the “Company”) into the...more

A Million Dollars In Fees For Class Counsel in Wachovia/Wells Fargo Merger Lawsuit

When I first looked at Judge Murphy's (unpublished) Order in Ehrenhaus v. Baker earlier this month awarding attorneys' fees to the class action attorneys who sued Wachovia and Wells Fargo over their merger in 2008, I was...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

Growth Equity: Who is in Control?

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

Rogers Towers: Fair Debt Collection Practices Act (FDCPA): Applicable to Institutions that Acquire Loans from the FDIC?

In the wake of bank failures, some institutions have acquired failed bank assets, including loans, from the Federal Deposit Insurance Corporation. Such institutions should exercise caution when collecting on consumer loans...more

Confidentiality Agreements Matter – Three Recent Cases Impacting Private Equity Transactions

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

Liberalizations Decree: Main Relevant Changes and Powers of the Italian Competition Authority

The main developments in antitrust are: 1. Merger Control (Art. 5-bis); From 1 January 2013: The Italian merger control thresholds will be cumulative and no longer alternative (i.e. the combined...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

Alleged Financial Distress Insufficient to Support Grant of Preliminary Injunction

The Delaware Court of Chancery denied a request for a preliminary injunction, finding that allegations of "financial distress" failed to demonstrate the imminent, irreparable harm required to obtain immediate injunctive...more

The Del Monte Decision: Court Finds Likely Breach of Fiduciary Duties by Board Arising from Actions by Financial Advisor;...

In litigation over the $5.3 billion LBO of Del Monte Foods Company, the Delaware chancery court postponed for 20 days the shareholder vote on the buyout and prohibited the sponsor group during the postponement from exercising...more

“Sunshine is the Best Disinfectant”: A Financial Advisory Update

Since December 2010, the Delaware Court of Chancery has been emphasizing the need for additional disclosures relating to financial advisors in merger and acquisition transactions. Because delay poses risk to closing any...more

Delaware Court Enjoins Merger Vote Citing Conflicts of Interest of Financial Advisor

A recent decision by the Delaware Court of Chancery has provided a stark reminder that buyers, directors of target firms and financial advisors must be mindful that conflicts of interest affecting a target’s financial advisor...more

In re Del Monte Foods Company Shareholders Litigation

Sell-Side Advisor Conduct Prompts Delaware Court to Enjoin Merger Vote and Deal Protections in Del Monte Buyout In a move that further limits the actions of investment banks to pair buyers and sellers in acquisition...more

Who’s Looking out for the Little Guy? Delaware Chancery Court – that’s who!

In venture capital deals, there is a highly standardized corporate structure. A venture backed company has common stock, owned by founders and employees, and preferred stock, owned by the investor VCs. There may be several...more

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