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Nevada Legislature Ponders Rejection Of Unocal And Revlon Standards

Thirty years ago, the Delaware Supreme Court issued two seminal opinions concerning how courts ought to review director decisionmaking in merger and acquisition transactions. In the first case, Unocal Corporation v. Mesa...more

Important Decision by Massachusetts Supreme Court May Significantly Reduce Risk of Merger Litigation

The recent decision by the Massachusetts Supreme Court in Int'l Brotherhood of Electrical Workers Loc. No. 129 Benefit Fund v. Tucci has the potential to significantly reduce merger litigation for publicly traded companies...more

The new face of private equity

There is a new face of private equity in the today's mining M&A market. Private equity is no longer willing to entertain opportunities which spruik only the potential for speculative capital gains. Rather, private equity is...more

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

Massachusetts Supreme Court Affirms Dismissal Of Shareholder Class Action And Clarifies That Directors Generally Owe Fiduciary...

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation...more

Death Knell to Merger Litigation for Massachusetts Corporations?

In IBEW Local No. 129 Benefit Fund v. Tucci, the Massachusetts Supreme Judicial Court (SJC) affirmed the dismissal of direct claims for breach of fiduciary duty by EMC shareholders challenging the merger of EMC and Dell, Inc....more

Delaware Chancery Court Holds That Former Stockholder Lacks Standing To Bring Section 220 Action For Inspection Of Books And...

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in...more

Massachusetts Supreme Judicial Court Rules Merger Challenges Must Be Brought Derivatively

In a decision that will have significant implications for M&A litigation involving Massachusetts corporations, on March 6, the Massachusetts Supreme Judicial Court held that a shareholder challenge to a proposed merger...more

5 Must Ask IP Due Diligence Questions in Corporate Transactions

When would a company undergo intellectual property due diligence? - Konstantin Linnik: Any corporate transaction involving IP assets necessitates diligence: merger, acquisition, IPO, investment (such as a venture...more

The flood of inbound M&A and outlook for 2017

Despite its political turbulence, 2016 was a blockbuster year for inbound mergers and acquisitions in the US. According to Bloomberg, US inbound M&A hit an all-time peak of $586.7 billion, a 35.15 percent hike from 2015. In...more

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

New York Court Reverses Rejection of M&A Disclosure-Only Settlement Signaling Split from Delaware

Seyfarth Synopsis: On February 2, 2017, the Appellate Division for the First Department in New York entered an order approving a “disclosure-only” settlement. While acknowledging the “increasingly negative view” of...more

Department of Justice Fraud Section Provides Guidance on Evaluating Corporate Compliance Programs

On February 8, 2017, the United States Department of Justice ("DOJ") Fraud Section published a blueprint for assessing corporate compliance efforts, titled "Evaluation of Corporate Compliance Programs" ("Guidance"). It...more

Bass, Berry & Sims Releases Securities & Shareholder Litigation 2017: A Look Ahead

Bass, Berry & Sims PLC announces the release of its annual "Securities & Shareholder Litigation 2017: A Look Ahead," a high-level report that covers recent developments and offers best practices for the year ahead. The newly...more

"New York Appellate Court Sets New Standard for Approving Nonmonetary and 'Disclosure-Only' Settlements"

It has become a common phenomenon for the announcement of a significant merger transaction to be quickly followed by shareholder class action or derivative litigation challenging the terms of the transaction and the accuracy...more

Disclosures in corporate transactions: A comparison of the UK/Singapore and US approaches

In negotiating the terms of a sale and purchase agreement, whether for a transfer of shares or business assets of a company, a purchaser will often have to rely on the results of its due diligence and the seller’s warranties....more

The ReSET – Handling Pesky Employees Who Get in the Way of a Deal

Two interesting conversations played out recently – one dealing with the fallout from employees who tried to hold a company sale hostage, the other tentatively exploring how to give employees in advance a stake in the...more

M&A Global Intelligence Series: Warranty Time Limits and Caps

In M&A transactions, sellers routinely seek to limit their exposure under warranties and indemnities via reasonably standard exclusions and limitations. This article focuses on two of the most fundamental warranty...more

IP Due Diligence: The Five Questions You Must Ask in Corporate Transactions

Konstantin Linnik, Ph.D., a partner in Nutter’s Intellectual Property Department, addressed the importance of intellectual property due diligence in corporate transactions in Nutter Insights. Konstantin discussed when a...more

2016 Securities and M&A Litigation Year in Review

Wilson Sonsini Goodrich & Rosati is pleased to present its 2016 Securities and M&A Litigation Year in Review. This report covers some of the major developments in securities and M&A litigation over the past year....more

First Department Opens the Door a Bit Wider to “Disclosure-Only” Settlement Agreements in Class Action Cases

On February 2, 2017, the New York Supreme Court, Appellate Division, First Department, approved a “disclosure-only” settlement agreement in Gordon v. Verizon Communications, Inc., 2017 N.Y. App. Div. LEXIS 740 (1st Dep’t Feb....more

First Department Adds Two New Factors to New York’s Standard of Review for Non-Monetary Settlements of Shareholder Class Actions

On February 2, 2017, the Appellate Division, First Department issued a unanimous decision in Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 BL 31251 (1st Dep’t Feb. 2, 2017) that may have significant consequences...more

Delaware corporate law and litigation: what happened in 2016 and what it means for you in 2017

Delaware has long been known as the corporate capital of the world, and it is now the state of incorporation for 66 percent of the Fortune 500 and more than half of all companies whose securities trade on the NYSE, Nasdaq and...more

Bridging Valuation Gaps and Other Barriers to M&A in the UK North Sea

Chrysoar, a little known oil company, backed by U.S. private equity (PE) firm EIG Partners, made headlines this week when it purchased $3.8 billion of North Sea assets from Shell. The sale comprises more than half of Shell’s...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

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