Mergers & Acquisitions, Business Organization, Business Torts

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 5/7/2013

In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

by Ryan Costa, Pamela Millard, Michael Pittinger, Jacqueline Rogers, Janine Salomone | Potter Anderson & Corroon LLP on 4/22/2013

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

by Douglas W. Greene | Lane Powell PC - Securities / D&O Discourse on 4/11/2013

On April 4, 2013, in the Allergan decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling last year that the dismissal of a shareholder derivative action in California did not preclude other stockholders...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

In re PAETEC Holding Corp. S'holders Litig., C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/29/2013

In this letter opinion, the Court of Chancery awarded attorneys’ fees and costs to plaintiffs’ counsel of $500,000 after analyzing plaintiffs’ unopposed fee request under the relevant Sugarland factors, and determining that...more

In re BioClinica, Inc. S’holder Litig., Consol. C.A. No. 8272 (Del. Ch. Feb. 25, 2013) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 3/8/2013

In this memorandum opinion, Vice Chancellor Glasscock addressed claims, in a motion to expedite, that directors breached their fiduciary duties by conducting an improper process and making inadequate disclosures in connection...more

Open Season on Proxy Statements? Entrepreneurial Plaintiffs’ Lawyers Target Executive Compensation Disclosure

by Ropes & Gray LLP on 3/4/2013

As we enter the 2013 proxy season, companies should be aware of a new flavor of shareholder litigation. Some of the same firms that routinely attack M&A transactions have set their sights on a new target: attacking...more

Quebec’s Anti-Take-Over Law: Coming Soon?

by Anthony Penhale | Heenan Blaikie LLP on 3/4/2013

The issue made the headlines during the 2012 Quebec provincial elections. Each of the three major parties in the running claimed that they would make it harder for foreign companies to acquire Quebec-based ones. The Parti...more

SEC And FBI Try To Ketchup To Heinz Insider Traders

by Jim Burns Jr., Jennifer Liu, Katie Lieberg Stowe | Orrick - Securities Litigation and Regulatory... on 2/26/2013

In the latest development in an SEC lawsuit filed Friday, February 15, U.S. District Judge Rakoff extended a freeze on a Swiss Goldman Sachs account linked to possible insider trading in H.J. Heinz Company call options. The...more

In re Freeport-McMoRan Copper & Gold Inc. Derivative Litig., C.A. No. 8145-VCN (Del. Ch. Feb. 14, 2013) (Noble, V.C.)

by Potter Anderson & Corroon LLP on 2/25/2013

In this letter opinion, the Court of Chancery granted a motion to intervene by certain shareholders (the “Proposed Intervenors”) of Freeport-McMoRan Copper & Gold Inc. (“Freeport”) and approved the Proposed Intervenors’...more

In re BJ’s Wholesale Club, Inc. S’holders Litig., C.A. No. 6623-VCN (Del. Ch. Jan. 31, 2013) (Noble, V.C.)

by Potter Anderson & Corroon LLP on 2/14/2013

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss with respect to plaintiffs’ breach of fiduciary duty and aiding and abetting claims relating to a going private transaction. The Court’s...more

Delaware Supreme Court Allows Opt-Out Right in Securities Case Certified on Equitable Grounds

by Frank Oliva | BakerHostetler on 1/16/2013

In In Re Celera Corporation Shareholder Litigation, No. 212, 2012 (Del. Dec. 27, 2012), the Delaware Supreme Court reversed the lower Court of Chancery and ruled that a large holder of Celera Corporation (“Celera”) shares...more

In re Novell, Inc. S’holder Litig., C.A. No. 6032-VCN (Del. Ch. Jan. 3, 2013)

by Potter Anderson & Corroon LLP on 1/16/2013

In this memorandum opinion, the Court of Chancery denied defendants’ motions to dismiss with respect to Plaintiffs’ bad faith claims. The Court’s decision was based on its finding that the complaint stated a “reasonably...more

Delaware Court Of Chancery Clarifies The Enforceability Of ‘Don’t Ask, Don’t Waive’ Provisions In Standstill Agreements

by Christopher Chuff, Matthew Greenberg | Pepper Hamilton LLP on 1/11/2013

On December 17, 2012, in In re Ancestry.com Inc. S’holder Litig., C.A. No. 7988-VS (Del. Ch. Dec. 17, 2012), the Delaware Court of Chancery issued a bench ruling addressing a recent decision enjoining enforcement of a “Don’t...more

Delaware Chancery Court: “Don’t Ask, Don’t Waive” Standstill Agreements can Breach Board’s Fiduciary Duties

by Ropes & Gray LLP on 1/9/2013

We reported in the recent Ropes Recap quarterly M&A newsletter about a bench ruling by Delaware Vice Chancellor Laster calling into question the enforceability of M&A standstill agreements that prohibit bidders from...more

Delaware Supreme Court Addresses Settlement of Class Action Deal Litigation

by Wilson Sonsini Goodrich & Rosati on 1/8/2013

In the final days of 2012, the Delaware Supreme Court resolved an appeal arising out of class action litigation concerning the sale of Celera Corporation to Quest Diagnostics, Inc. The litigation was settled by agreement of...more

In re Celera Corp. S’holder Litig., No. 212, 2012 (Del. Dec. 27, 2012)

by Potter Anderson & Corroon LLP on 1/7/2013

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

Court Rejects Post-Merger Challenges by Former Shareholders of California Corporations

by Wilson Sonsini Goodrich & Rosati on 11/6/2012

A California Superior Court in the County of Santa Clara recently sustained demurrers without leave to amend in two parallel cases, each of which involved post-merger challenges by former shareholders of a California...more

Corporate E-Review: Strategic Lessons Arising From Canadian and U.S. Judicial Consideration of Confidentiality Agreements - Oct...

by Osler, Hoskin & Harcourt LLP on 10/17/2012

Judicial decisions in Ontario and, more recently, Delaware have transformed restrictions on use of shared information commonly found in confidentiality agreements into de facto standstill provisions. Each of the Ontario...more

Hite Hedge LP v. El Paso Corp., C.A. No. 7117-VCG (Del. Ch. Oct. 9, 2012) (Glasscock, V.C.)

by Potter Anderson & Corroon LLP on 10/15/2012

In this memorandum opinion, the Delaware Court of Chancery dismissed direct and derivative claims initiated by certain limited partners of El Paso Pipeline Partners, L.P. (“EPB”), which claims arose out of El Paso...more

Delaware Safe Harbor for Controlling Stockholders in a Third-Party Merger: Pro Rata Consideration to All Stockholders and a...

by Perkins Coie on 9/28/2012

When a company with a controlling stockholder seeks to sell itself to a third party, the rights of the controlling stockholder and its obligations to minority stockholders are not always clear, tempting plaintiffs to test the...more

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Mergers & Acquisitions › Business Organization › Business Torts