Mergers & Acquisitions Civil Remedies

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Ritchie v. Rupe

The Texas Supreme Court, on June 20, 2014, issued its highly anticipated opinion in Ritchie v. Rupe, 2014 Tex. LEXIS 500 (Tex. 2014). Ritchie involved a claim by a minority shareholder in a closely held corporation under the...more

Laidler v. Hesco Bastion Environmental, Inc., C.A. No. 7561-VCG (Del. Ch. May 12, 2014) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery determined the fair value of the petitioner’s stock in a statutory appraisal proceeding arising from the short-form merger of Hesco Bastion USA, Inc. (the “Company”) into the...more

Points & Authorities - Spring 2014

In this Issue: - AB 1000 and Corporate Practice in California: More than Meets the Eye—or Less? - Loose Lips Sink Ships and Careless E-mails Torpedo a Transaction - New Faces - Points from the...more

NLRB will focus on injunctions in successor cases: for potential buyers, 6 questions about their labor obligations

In another move to increase its relevancy and efficacy in the workplace, the National Labor Relations Board has indicated that it intends to focus on seeking injunctions in successor cases. Section 10(j) of the...more

Companies Acquiring Unionized Businesses Face Increased Scrutiny by the NLRB

Companies acquiring unionized businesses are likely to face increased scrutiny from the National Labor Relations Board (“Board”). On May 9, 2014, NLRB General Counsel Richard F. Griffin, Jr., issued a memorandum instructing...more

Third Point LLC V. Ruprecht; Two-Tiered Poison Pill Withstands Judicial Review

In Third Point LLC v. Ruprecht, et al., C.A. No. 9469-VCP (Del.Ch. May 2, 2014), the Delaware Chancery Court denied a preliminary injunction challenging Sotheby’s stockholder rights plan, or so-called “poison pill,” which...more

Smith, Katzenstein & Jenkins LLP v. Fidelity Mgmt. & Research Co., C.A. No. 8066-VCL (Del. Ch. April 16, 2014) (Laster, V.C.)

The Court of Chancery awarded plaintiffs attorneys’ fees and expenses under Delaware’s common fund and common benefit doctrines, concluding that defendants — who settled their potential claims against Revlon, Inc. (“Revlon”)—...more

Business Court Dismisses Derivative Action Against Duke Energy

You might remember the derivative action filed against the board of directors of Duke Energy Corporation stemming from its 2012 merger with Progress Energy. It received a lot of publicity. The merger was concluded long ago,...more

I/MX Info. Mgmt. Solutions, Inc. v. Multiplan, Inc., C.A. No. 7786-VCP (Del. Ch. Mar. 27, 2014) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery granted the plaintiff’s motion for partial summary judgment as to the withholding of escrowed funds, reasoning that the defendants did not have a pending claim that could...more

M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder...

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a...more

A Million Dollars In Fees For Class Counsel in Wachovia/Wells Fargo Merger Lawsuit

When I first looked at Judge Murphy's (unpublished) Order in Ehrenhaus v. Baker earlier this month awarding attorneys' fees to the class action attorneys who sued Wachovia and Wells Fargo over their merger in 2008, I was...more

German Court Rejects National Competition Authority Liability for Damages After Unlawful Prohibition of a Merger

The Higher Regional Court in Düsseldorf yesterday dismissed an action for damages of €1.1 billion brought by GN Store Nord against the German Federal Cartel Office. The judgment sheds some light on the possibility for...more

Plaintiff’s Attorney’s Fees in Shareholder Suits Subject to Heightened Scrutiny (In re Theragenics Case)

It’s virtually inevitable: Within hours (or less) of a press release announcing a merger or acquisition involving a public company, a group of shareholders will file a class action lawsuit against the public company target’s...more

Leading Cases in Pennsylvania Takeover Case Law: You’re Not in Delaware Anymore

Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more

Delaware Chancery Court Declines to Apply Offer-of-Judgment Rule in Appraisal Proceedings

In Huff Fund Investment Partnership v. CKx, Inc., Civil Action No. 6844-VCG, 2014 WL 545958 (Del. Ch. Feb. 12, 2014) (Glasscock, V.C.), the Delaware Court of Chancery denied a request by respondent CKx, Inc. (“CKx”) to compel...more

Microsoft Takes Home The Gold In Arbitration Against Yahoo!

For the past several years, Yahoo! has been merging its search engine and search ads system, Panama, with Microsoft’s Bing search engine. Yahoo! “paused” its efforts to integrate with Microsoft in Taiwan and Hong Kong when...more

Recent Delaware Chancery Transcripts Emphasize That Materiality Is Key To Fee Awards In Disclosure-Based M&A Settlements

Some corporate practitioners could have the impression that significant fee awards are granted as a matter of course in M&A class action litigation, even where the results obtained by class counsel were supplemental (and...more

Activision Blizzard, Inc. v. Hayes, C.A. No. 497, 2013 (Del. Nov. 15, 2013)

In this en banc decision, the Supreme Court set forth the basis for its order reversing the Court of Chancery’s preliminary injunction of a stock purchase agreement under which Vivendi, S.A. agreed to sell its controlling...more

In re Quest Software, Inc., S'holders Litig., C.A. No. 7357-VCG (Del. Ch. Nov. 12, 2013) (Glasscock, V.C.)

In this letter opinion, the Court of Chancery addressed plaintiffs’ application for attorneys’ fees under the corporate benefit doctrine in the context of a mooted litigation. Plaintiffs sought a $2.8 million fee award. The...more

Cooper Tire & Rubber Co. v. Apollo (Mauritius) Holdings Pvt. Ltd., C.A. No. 8980-VCG (Del. Ch. Oct. 25, 2013) (Glasscock, V.C.)

In this letter opinion, Vice Chancellor Glasscock denied a motion for judgment on the pleadings filed in connection with an expedited action in which the plaintiff Cooper Tire & Rubber Co. seeks specific performance of its...more

'Reps' and Warranties: One Could Cost More Than the Other Under English Contract Law

Contractual representations and warranties are often grouped together, referred to in shorthand as “reps and warranties.” The differences between the two concepts are often forgotten, but the distinction is important: a...more

I/M* Info. Mgmt. Solutions, Inc. v. MultiPlan, Inc., C.A. No. 7786-VCP (Del. Ch. June 28, 2013) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery denied defendants’ motion to dismiss plaintiff’s declaratory judgment action, which sought to preclude the release of escrow funds to indemnify defendants under the...more

When a Non-binding Term Sheet Becomes Binding

Tire-kickers, prevaricators and those who might otherwise agree on a term sheet with little intention of closing the deal beware: A “non-binding” term sheet is sometimes binding....more

Delaware Chancery Court Offers New Guidance for Boards Considering Single-Bidder Sale Processes

What you need to know: The Delaware Court of Chancery has put companies on notice that sale processes that involve a single bidder, while permissible, must be designed to ensure that the board satisfies its Revlon duty...more

Acquirers Beware: Inadvertent Failure to Submit HSR Filing Results in Civil Penalty

On June 19, 2013, the Department of Justice, at the request of the Federal Trade Commission, filed a civil antitrust action against the investment firm of MacAndrews & Forbes Holdings, Inc. for purchasing additional voting...more

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