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Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:

Nevada Supreme Court Adopts Delaware’s Tooley Test to Determine Whether Shareholder Claims are Direct or Derivative

In Parametric Sound Corp. v. The Eighth Judicial District Court of the State of Nevada, ___ P.3d ___, 2017 WL 4078845 (Nev. Sept. 14, 2017), the Nevada Supreme Court addressed the circumstances under which breach of fiduciary...more

Forging ahead with “entire fairness,” or playing it safer (procedurally speaking)

by Ropes & Gray LLP on

Controlling stockholder buyouts of Delaware corporations are generally scrutinized under the lens of “entire fairness” to determine whether the transaction was the product of fair dealing and fair price. Notably, however,...more

Court Of Chancery Gives Guidance On What Constitutes Bad Faith

by Morris James LLP on

In Re Meadwestvaco Stockholders Litigation, C.A. No. 10617-CB (August 17, 2017) - As this decision explains, to state a claim attacking a merger on the basis that the Board acted in bad faith you need more than ...more

Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third-Parties

On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and...more

No Payday for Objecting Stockholders as Delaware Supreme Court Reverses Appraisal Ruling

by White & Case LLP on

The Delaware Supreme Court recently reversed a Delaware Chancery Court's finding that a private equity buyer had underpaid in connection with its acquisition of payday lending firm DFC Global Corporation....more

Court Of Chancery Rejects Merger Price As Setting Fair Value

by Morris James LLP on

ACP Master Ltd. v. Sprint Corporation, C.A. 8508-VCL (July 21, 2017, corrected Aug. 8, 2017) - This another, albeit rare, decision that demonstrates there is real risk in petitioning for appraisal. The Court found that the...more

Court Of Chancery Protects Privilege In Books and Records Action And Addresses Corwin’s Effect On Mismanagement Investigation...

by Morris James LLP on

Salberg v. Genworth Financial Inc., C.A. No. 2017-0018-JRS (July 27, 2017) - This is an important decision for its analyses implicating the Garner and Corwin rules. The Garner rule is that, under certain narrow...more

Recent Delaware Case Sets Trap for Unwary Regarding Acquisition Agreement Indemnification Caps

by Foley & Lardner LLP on

Acquisition agreements frequently contain maximum limits or “caps” on the sellers’ potential liability for losses resulting from breaches of the sellers’ and target company’s representations and warranties. However, the...more

Securities Class Action Filings at an All-Time High

Federal securities fraud class action filings have been on a meteoric rise over the past 18 months. According to a recent report released by Cornerstone Research, plaintiffs filed 226 new federal securities fraud class action...more

2017 Summer review: M&A legal and market developments

by White & Case LLP on

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

Dechert's Global Private Equity Newsletter - Summer 2017 Edition: Recent Developments in Acquisition Finance

by Dechert LLP on

Basic to any acquisition and its financing are the projections of the target’s future performance. These play a key role in setting the price for the target as well as on the availability of acquisition financing. Projections...more

Competition Law Review 2017

TOP STORIES - Mediation works - Parkland Fuel Corp. reached a mediated consent agreement (the first of its kind) with the Competition Bureau to remedy concerns raised by its acquisition of Pioneer Energy. Parkland...more

Delaware Court of Chancery Determines Fair Value in PetSmart and SWS Group Appraisal Cases

by Ropes & Gray LLP on

In recent years, the Delaware Court of Chancery has issued a number of high-profile opinions in appraisal litigations, many of which addressed the central question of whether and to what extent the underlying transaction...more

Delaware Chancery Court Declines To Dismiss Claims Under Corwin, Finding The Complaint Adequately Pleaded That The Shareholder...

by Shearman & Sterling LLP on

On May 31, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of Charter...more

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

by Morris James LLP on

Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages...more

Court Of Chancery Explains Corwin Limits

by Morris James LLP on

This is an important decision if only because it explains a further limitation on the Corwin rule that an informed uncoerced stockholder vote insulates a corporate transaction from attack. First, the decision explains when a...more

Delaware Law Updates – Delaware Court Of Chancery Provides Clarity On The “Quasi-Appraisal” Remedy And Post-Closing Claims

by McCarter & English, LLP on

On May 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed with prejudice a putative class action brought by stockholders of networking solutions in In re Cyan, Inc. Stockholders Litigation.[1]...more

In Brief: Court Rules Against Lyondell Litigation Trustee on LBO Fraudulent Conveyance Claims

by Jones Day on

In Weisfelner v. Blavatnik (In re Lyondell Chemical Company), 2017 BL 131876 (Bankr. S.D.N.Y. Apr. 21, 2017), the bankruptcy court presiding over the chapter 11 case of Lyondell Chemical Company ("Lyondell") handed down a...more

Debt Dialogue: May 2017 - Lyondell Chemical Company: Litigation Trust’s Fraudulent Conveyance Claims Fail

Just one year after Lyondell Chemical Company (Lyondell) and Basell AF (Basell) consummated a nearly $20 billion merger of their businesses, the merged business of LyondellBasell Industries (LBI) “failed in a colossal...more

€110 million fine for Facebook by the European Commission for providing misleading information during WhatsApp merger review

by Dechert LLP on

The European Commission (“Commission”) announced on May 18, 2017, that it was fining Facebook €110 million for providing misleading or incorrect information during the review of the social network’s acquisition of WhatsApp in...more

Minority Shareholder Oppression Damages in New Jersey: More Than Just a Buyout?

As I have said many times in this blog, when minority shareholder oppression occurs, the most likely remedy is a buyout. In other words, courts in New Jersey have the power to compel the majority shareholder to pay “fair...more

"Delaware Supreme Court Examines Director Disinterestedness, Independence"

Delaware law provides important tools for directors to maintain control of derivative lawsuits.1 One such tool is the “demand requirement” embodied in Court of Chancery Rule 23.1, which requires that before a stockholder acts...more

Court Of Chancery Explains The “Known Looter” Theory For Controllers

by Morris James LLP on

This is an interesting decision because it examines an intriguing legal theory for holding a controlling stockholder liable in a sale: the “known looter” theory. Generally speaking, controllers can sell their stock to whoever...more

Court Of Chancery Discusses Interrelationship Between Corwin and Santa Fe

by Morris James LLP on

In its now famous Corwin decision the Delaware Supreme Court held that when a majority of the stockholders in a fully informed, noncoercive vote approve a transaction, the business judgment rule applies and the transaction is...more

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