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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

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

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

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

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

Delaware Supreme Court Holds that a Covenant to Negotiate in Good Faith Is Enforceable and that a Plaintiff May Receive Its...

As many of you know, we serve as litigation counsel for PharmAthene, which recently received a favorable Delaware Supreme Court decision in SIGA Technologies, Inc. v. PharmAthene, Inc., 2013 WL 2303303 (Del. Supr., May 24,...more

Delaware Supreme Court: Bad-Faith Attempt to Renegotiate Term Sheet May Create Liability for “Benefit-of-the-Bargain” Damages

A term sheet can play a useful role by allowing the parties to focus on key issues first, without getting bogged down in details. But what happens when a party agrees to a term sheet but insists on very different terms for...more

Delaware Supreme Court Affirms Enforcement of Agreement to Negotiate in Good Faith

In a recent case before the Delaware Supreme Court, SigaTechnologies v. PharmAthene, the court upheld a Delaware Chancery Court’s ruling that an express agreement between parties to negotiate in good faith, even if the...more

In re Plains Exploration & Production Co. S’holder Litig., Consol. C.A. No. 8090-VCN (Del. Ch. May 9, 2013) (Noble)

In this opinion, the Court of Chancery denied the motion of stockholders of Plains Exploration & Production Company (“Plains”) to enjoin preliminarily the proposed merger (the “Merger”) between Plains and Freeport-McMoRan...more

EU Court Decision Significantly Reduces Cartel Fines in Marine Hose Investigation

On May 17, 2013, the EU General Court partially annulled a 2009 European Commission decision in the Marine Hose cartel case and significantly reduced the fine imposed on hose manufacturer Parker ITR by nearly 75% from 25.61...more

MOFCOM Opens Public Consultation on Detailed Merger Remedies Proposals

I. Introduction - Since the inception of China’s Anti-monopoly Law in 2008, the Ministry of Commerce (“MOFCOM”), the government authority responsible for merger review, has taken an active role in analyzing and...more

MOFCOM Requests Public Comments on Draft Provisions Related to Remedies Imposed in Conditional Approvals

Since the Anti-monopoly Law (“AML”) has come into effect in August 2008, MOFCOM has issued 16 conditional approvals requiring certain structural or behavioral remedies in order to prevent the anticompetitive consequences...more

Doctrine of Successor Liability: 7th Circuit Expands Federal Standard to FLSA Claim Context

This week we examine the doctrine of successor liability through the 7th Circuits decision to expand application of the federal standard to Fair Labor Standards Act (FLSA) cases through the Teed v. Thomas & Betts Power...more

Growth Equity: Who is in Control?

As I discussed in an earlier article, growth equity (or growth capital) resides on the continuum of private equity investing at the intersection of venture capital and control buyouts. Growth capital is designed to facilitate...more

Delaware Court of Chancery Analyzes Damages Claims in Failed Asset Sale

The Delaware Court of Chancery recently denied, with one exception, cross-motions for summary judgment in an action to determine damages arising from a failed asset purchase agreement....more

Confidentiality Agreements Matter – Three Recent Cases Impacting Private Equity Transactions

SUMMARY OF THE CASES A confidentiality agreement (“CA”) is typically the first negotiated document in a purchase transaction. These agreements are often negotiated by junior members of the transaction team prior to one...more

Loose Lips Sink Hostile Bids: Delaware Chancery Court Enforces Non-Disclosure Agreement with Injunctive Relief

In an eloquent account of consensual merger negotiations between Martin Marietta and Vulcan Materials, the two largest players in the domestic aggregates business, Chancellor Leo Strine of the Court of Chancery of Delaware...more

Delaware Supreme Court Affirms Decision to Enjoin Martin Marietta’s Hostile Bid to Acquire Rival

On May 4, 2012, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an opinion enjoining Martin Marietta Materials, Inc., for a period of four months, from pursuing a hostile exchange offer to acquire all...more

Delaware Court of Chancery Blocks Hostile Takeover Efforts Due to Breaches of Confidentiality Agreements

Earlier this month, the Delaware Court of Chancery issued its much-anticipated post-trial decision in the dispute between "the top two rock stars in the aggregates industry," Martin Marietta Materials and Vulcan Materials. In...more

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