Mergers & Acquisitions Business Torts

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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

"Court of Chancery Continues to Clarify Views of Disclosure-Based Deal Litigation Settlements"

As previously discussed in Insights: The Delaware Edition, throughout the second half of 2015, the Delaware Court of Chancery began to question its long-standing practice of approving deal litigation settlements involving...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

Dieckman v. Regency GP LP, et al., C.A. No. 11130-CB (Del. Ch. Mar. 29, 2016) (Bouchard, C.)

In this opinion, the Delaware Court of Chancery reaffirmed that default fiduciary duties, including a duty of disclosure, may be modified or wholly eliminated when such modification or elimination is clearly set forth in a...more

Hong Kong Regulatory Update - March 2015

This Hong Kong regulatory update provides a brief overview of the principal Hong Kong regulatory developments in the preceding three months relevant to companies listed or proposed to be listed on The Stock Exchange of Hong...more

Blog: In Re Sanofi: 2d Circuit Considers Misleading Statements Of Opinion After Omnicare

In an early appellate decision applying Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, a three-judge panel of the 2d Circuit, on March 4, issued its opinion in In re Sanofi. The plaintiffs...more

Drafting Matters: Non-Reliance Provisions Barring Extra-Contractual Fraud Claims Effective in Delaware Only if Drafted as a Clear...

It is not unexpected for there to be requirements in consumer contracts that clear formulations of waivers are necessary before a consumer can be deprived of rights. However, under Delaware law similar formality and clarity...more

Integration Clauses As A Backstop Against Claims Based On Fraud: Insist On The Specifics.

For any business owner, a specially-crafted integration clause can significantly limit exposure to suits brought by a dissatisfied party on the other side of the negotiating table. An integration clause (sometimes referred to...more

Chancery Court Reaffirms There Is No Magic Number for "Control" Status

On February 29, 2016, the Delaware Court of Chancery denied a motion to dismiss fiduciary duty claims against certain current and former directors of Halt Medical and a 26% stockholder, American Capital, arising out of a...more

RBC Capital Markets, LLC v. Jervis, No. 140, 2015 (Del. Nov. 30, 2015) (Valihura, J.)

In this en banc decision, the Delaware Supreme Court affirmed the principal legal holdings and final judgment of the Court of Chancery finding, among other things, that RBC Capital Markets, LLC (“RBC”) aided and abetted...more

Court Of Chancery Explains When A Minority Stockholder May Have Actual Control Over A Deal

This is another in a series of decisions dealing with the allegation that a minority stockholder controlled a deal through its control of a majority of the board of directors....more

Delaware Court of Chancery to Increase Scrutiny of Disclosure Settlements

The Delaware Court of Chancery has made its strongest statement yet in the ongoing conversation about shareholder “disclosure settlements,” i.e., settlements in which the sole or primary consideration received by shareholders...more

Inside the Courts: An Update From Skadden Securities Litigators - February 2016 / Volume 8 / Issue 1

We are pleased to present Inside the Courts (Volume 8, Issue 1), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

Court of Chancery Explains Anti-Reliance Law

Merger or company sale agreements frequently include clauses limiting what a buyer may rely upon after due diligence, particularly when there is some hold back of the merger or sale consideration that the buyer may seek to...more

Hart-Scott-Rodino Premerger Reporting Thresholds Increase

On January 26, the Federal Trade Commission published the annual adjustment of the thresholds that trigger premerger reporting obligations (and the mandatory waiting period) under the Hart-Scott Rodino (HSR) Act. The new...more

"Delaware Supreme Court Clarifies Earlier Rulings, Chancery Court Stakes Out New Positions"

Delaware courts tackled a number of issues of importance in 2015. The Delaware Supreme Court clarified prior inconsistent case law by reiterating that deference must be given to decisions made by disinterested directors. It...more

2015 Half-year in review M&A legal developments

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

"Bankruptcy Court Tightens Intentional Fraudulent Transfer Pleading Requirements"

On November 18, 2015, the U.S. Bankruptcy Court for the Southern District of New York dismissed intentional fraudulent transfer claims asserted by a bankruptcy litigation trustee against former shareholders of Lyondell...more

5 Securities Litigation Issues to Watch in 2016

The coming year promises to be a pivotal one in the world of securities and corporate governance litigation. In particular, there are five developing issues we are watching that have the greatest potential to significantly...more

Global Private Equity Newsletter - Winter 2016 Edition: Recent Developments in Acquisition Finance

Two recent court decisions may result in a broadening of the range of options available to an equity sponsor in respect of an insolvent portfolio company. The first decision may provide increased flexibility in structuring...more

Shaev v. Adkerson, C.A. No. 10436-VCN (Del. Ch. Oct. 5, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss plaintiff’s claims that in granting one million restricted stock units, defendants, the board of directors of a corporation, violated its...more

Prairie Capital III, L.P v. Double E Holding Corp., C.A. No. 10127-VCL (Del. Ch. Nov. 24, 2015) (Laster, V.C.)

In this decision, the Delaware Court of Chancery granted in part and denied in part a motion to dismiss claims for fraud, aiding and abetting fraud, and conspiracy to commit fraud arising out of the acquisition of a private...more

Rural/Metro: Delaware Supreme Court Affirms $76 Million Award Against Financial Advisor: Holds That Financial Advisors Are Not...

On November 30, 2015, the Delaware Supreme Court issued an opinion affirming the Court of Chancery’s decision in In re Rural/Metro Corporation Stockholders Litigation. In the earlier decisions, the Court of Chancery found...more

The Ropes Recap: Mergers & Acquisitions Law News - Third Quarter 2015

Delaware Court Awards $148 Million in Damages, as Fiduciaries’ Bad Faith Conduct Prevented Stockholders from Obtaining a “Fairer Price” in Take-Private Transaction In a recent post-trial opinion, Vice Chancellor Laster of the...more

Flawed Auctions and Buy-Side Conflicts: Financial Advisor Liability for Aiding and Abetting Breach of the Duty of Care in RBC...

On November 30, 2015, the Delaware Supreme Court affirmed a Court of Chancery decision holding a financial advisor liable for almost $76 million in damages for aiding and abetting corporate directors in breaches of fiduciary...more

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