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Dell Decision Grants Claimants Fair Value Award Above Merger Price

Delaware law has long made clear that the price established for a company in a market transaction, while a relevant factor, does not necessarily equate to the fair value that shareholder claimants are entitled to receive in...more

Delaware Chancery Court Grants Appraisal Petition After Finding Dell MBO Transaction Provided Stockholders Less Than Fair Value

Vice Chancellor Laster of the Delaware Chancery Court recently issued an important opinion in In Re: Appraisal of Dell Inc.C.A. No. 9322-VCL (May 31, 2016), holding that merger consideration offered to Dell, Inc’s common...more

Appraisal Risk Back In The Spotlight After Dell

The Delaware Court of Chancery (the "Court") recently ruled that the fair value of Dell Inc. shares at the time of the 2013 US$24.9 billion buyout of Dell Inc. by CEO Michael Dell and Silver Lake Partners was US$17.62 per...more

The Ropes Recap: Mergers & Acquisition Law News - First Quarter 2016

NEWS FROM THE COURTS - Court of Chancery Applies Entire Fairness Standard to Commercial Arrangement with Controlling Stockholder - In a recent opinion, Vice Chancellor Laster of the Delaware Court of Chancery held...more

In re Appraisal of Dell Inc., C.A. No. 9322 (Del. Ch. May 11, 2016) (Laster, V.C.)

In this opinion, the Court of Chancery held that, through the “Byzantine and path-dependent system by which stockholders voted on a proposed merger,” fourteen mutual funds sponsored by T. Rowe Price & Associates, Inc. (“T....more

Blog: Agreements to Agree can be Broken: Negotiating Letters of Intent

On December 23, 2015, the Delaware Supreme Court held that SIGA Technologies, Inc. cannot avoid paying $113 million in expectation damages (plus interest) to PharmAthene, Inc. for breaching an express agreement to negotiate a...more

Inside the Courts: An Update From Skadden Securities Litigators - May 2016 / Volume 8 / Issue 2

We are pleased to present Inside the Courts (Volume 8, Issue 2), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

Delaware Supreme Court Clarifies Standards in Corporate Takeovers

On May 6, 2016, the Delaware Supreme Court upheld a merger between Zale Corporation (“Zales”) and Signet Jewelers Limited (“Signet”) when it affirmed a lower court’s dismissal of a shareholder class action that sought to...more

Insights: The Delaware Edition - May 2016

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more

"Recent Delaware Cases Clarify Existing Limits and Adopt Novel Condition in Books-and-Records Demands"

Recent Delaware cases have helped clarify the limits of what the Court of Chancery will consider in a books-and-records demand under 8 Del. C. § 220, and one case has adopted a novel condition that defendants may seek to...more

"Delaware Supreme Court Enhances Protections for Controlling Stockholder Buyouts"

In November 2015, the Delaware Supreme Court bolstered the protection afforded to majority or controlling stockholders seeking to buy out the minority, provided that the transaction is structured in accordance with the...more

FTC Records Two Wins as Staples-Office Depot Merger Abandoned for a Second Time

On May 10, Staples and Office Depot announced that they would be terminating their $6.3 billion merger in the wake of a federal judge’s decision to issue a preliminary injunction blocking the deal. This represents the second...more

"Court of Chancery Addresses Fundamental Issues of Derivative Litigation"

The Delaware Court of Chancery recently issued a trio of notable opinions involving stockholder derivative actions. The opinions addressed fundamental issues of law such as whether particular kinds of stockholder claims are...more

Delaware Supreme Court Confirms Business Judgment Standard For Fully Informed, Uncoerced Stockholder Vote

On May 6, 2016, in Singh v. Attenborough, No. 645, the Delaware Supreme Court strengthened the defenses available to directors by clarifying a roadmap for effectively dismissing post-closing claims for breach of fiduciary...more

New York High Court Adopts Delaware Rule in Go-Private Suits

New York’s highest court earlier this month adopted a more lenient standard for reviewing certain types of corporate transactions between companies and controlling shareholders, similar to that adopted two years ago by...more

Top Courts in Delaware and New York Affirm Business Judgment Rule Protection Where Procedural Safeguards are Followed

In recent decisions, both the Delaware Supreme Court and the New York Court of Appeals affirmed defendant-friendly lower court rulings, holding that, if appropriate procedural safeguards are employed in M&A transactions,...more

Business Judgment Rule Applies to Shareholder Suits Challenging Going-Private Mergers in New York

Action Item: New York’s High court provides a road map of how corporate attorneys should structure going-private transactions involving controlling shareholders. Utilizing certain protective measures at the outset should...more

New York Adopts Delaware Standard for Going-Private Transactions

On May 5, 2016, the New York Court of Appeals affirmed the dismissal of a shareholder class action and formally adopted the standard of review for going-private transactions articulated by the Delaware Supreme Court in Kahn...more

New York’s Highest Court Adopts Delaware Business Judgment Standard for Controlling Stockholder Buyouts

On May 5, 2016, in In the matter of Kenneth Cole Productions, Inc., Shareholder Litigation (N.Y. 2016), the New York Court of Appeals adopted the standard of review established by the Delaware Supreme Court in Kahn v. M&F...more

New York Follows Delaware, Applies Business Judgment Rule to Going-Private Mergers

On May 5, 2016, the New York Court of Appeals ruled that courts should apply the business judgment rule in shareholder lawsuits challenging going-private mergers, as long as shareholders were adequately protected—a decision...more

Recent New York Court of Appeals Decisions: Court Adopts Standard of Review for Going-Private Mergers (5/16)

On May 5, 2016, the New York Court of Appeals ruled on the standard of review applicable to a going-private merger in Matter of Kenneth Cole Prods, Inc. Shareholder Derivative Litig. In particular, the Court considered...more

NY Court Of Appeals Rejects No-Opt Out Class Action Settlement In Shareholder Litigation

In Jinnaras v. Alfant, decided on May 5, 2015, the New York Court of Appeals rejected a proposed settlement of a shareholder class action, where the proposed settlement would have deprived out-of-state class members of a...more

N.Y. Court of Appeals Adopts Business Judgment Rule, with Conditions, for Going-Private Mergers

The New York Court of Appeals has followed Delaware in holding that the business-judgment rule applies to going-private mergers as long as certain shareholder-protective measures are met. The court’s May 5, 2016 decision in...more

Delaware Law Updates - Demand Refused Rule 23.1 Explained by the Delaware Court of Chancery

In a recent decision out of the Delaware Court of Chancery – Friedman v. Maffei et al., C.A. No. 111105-VCMR – the court’s second-newest member, Vice Chancellor Montgomery-Reeves, dismissed a proposed derivative complaint on...more

Draft Carefully: North Carolina Supreme Court Affirms Strict Blue Pencil Doctrine Still Applies to Non-Competes

North Carolina courts traditionally recognized their limited power in amending terms of unenforceable non-compete agreements. The “blue pencil” rule permits a court to enforce restrictions that are reasonable, while striking...more

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