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In re Kinder Morgan, Inc. Corporate Reorg. Litig., C.A. No. 10093-VCL (Del. Ch. Nov. 5, 2014) (Laster, V.C.)

In this memorandum opinion, the Court of Chancery denied plaintiffs’ motion for a preliminary injunction and held that a provision in a partnership agreement imposing a higher voting threshold with respect to certain mergers...more

Pennsylvania Significantly Updates Laws Governing M&A/Conversion

On October 22, 2014 House Bill 2234 became effective, establishing Pennsylvania’s “Entity Transactions Law”, a version of the Model Entity Transactions Act (META) which will streamline and make more uniform the way in which...more

Midstream MLP Merger Mania Maintains Momentum

The market’s notable uptick in MLP-to-MLP M&A activity, often preceded by an acquisition of the target MLP’s general partner, follows a trend we recently identified. At least five MLP M&A transactions have been...more

Doing Business in the United States

In This Book: - Choice Of A Business Entity - Introduction To Federal Securities Laws - From Let’s Go Shopping To Closing: M&A Process In The United States - Employment Considerations -...more

Four Trends in Master Limited Partnership M&A in 2014

MLP merger and acquisition activity can take a number of different forms to unlock value for sponsors and unitholders. Background - In the first half of 2014, master limited partnership (MLP) mergers and...more

Courts Differ on Enforceability of Unilaterally Adopted Forum Selection Bylaws

While forum selection bylaws have become increasingly popular with US public companies, courts in Delaware and Oregon recently came to opposite conclusions on whether such bylaws, when unilaterally adopted by a board of...more

The Reformed Health Care Industry: Creative Structures and Alliances Can Yield Great Benefits, but Also Great Risks

Since the Affordable Care Act (the “ACA”) was enacted in 2010, the health care industry has been on the edge of its proverbial seat waiting to see which care delivery models are best suited to sustain all the changes: to...more

2014 Changes to Delaware Corporate Law

Earlier this month, several significant amendments to the Delaware General Corporation Law (the DGCL) were approved. These amendments are substantially the same as the amendments originally proposed in April 2014 and will...more

Texas Ruling Highlights the Need for Shareholder Agreements in Closely Held Corporations

On June 20, 2014, the Texas Supreme Court issued a landmark decision that brings to light the importance of every corporation, especially closely held corporations, having a comprehensive shareholders' agreement that...more

2014 Amendments to the Delaware General Corporation Law

On July 15, 2014, Delaware Governor Jack Markell signed Delaware House Bill No. 329, which makes a number of noteworthy changes to the Delaware General Corporation Law. The 2014 amendments address: (1) mergers under DGCL...more

Final Noncompensatory Partnership Options Regulations Could Affect the Tax Treatment of Penny Warrants and Other Arrangements

Investments in partnerships (and other pass-through entities such as limited liability companies treated as a partnership) often involve the acquisition of warrants, options or other rights to acquire securities. This is...more

In re El Paso Pipeline Partners, L.P. Derivative Litig., C.A. No. 7141-VCL (Del. Ch. Jun. 12, 2014) (Laster, V.C.)

In this memorandum opinion resolving cross-motions for summary judgment, the Court of Chancery dismissed in part claims challenging a drop-down sale governed by a limited partnership agreement that supplanted fiduciary duties...more

Exclusive Forum Provisions: A New Item for Corporate Governance and M&A Checklists

Public companies increasingly are adopting “exclusive forum” bylaws and charter provisions that require their stockholders to go to specified courts if they want to make fiduciary duty or other intra-corporate claims against...more

FCPA Compliance and Ethics Report-Episode 68-Neil Swidey, author of Trapped Under the Sea [Video]

In this episode of the FCPA Compliance and Ethics Report, I visit with Neil Swidey, author of Trapped Under the Sea. Neil connects Safety, Management and compliance in talking about his compelling new book. ...more

"Fee-Shifting Bylaws: The Current State of Play"

As previously reported, on May 8, 2014, the Delaware Supreme Court issued an opinion in ATP Tour, Inc. v. Deutscher Tennis Bund (German Tennis Federation), No. 534,2013 (Del. May 8, 2014), holding that fee-shifting provisions...more

It Depends On The Meaning Of The Word "With"

The contractual interpretation issue before the Business Court in Schultheis v. Hatteras Capital Investment Management, LLC, 2014 NCBC 23, turned on the meaning of the word "with." Well, actually on the phrase "entering into...more

Critical Considerations in Healthcare Affiliations

The trend of affiliations between healthcare providers (we use the term “affiliation” to include all manner of transactions, including mergers, acquisitions, joint operating arrangements, etc.) continues at a rapid pace....more

"Delaware Court of Chancery Recognizes Potential Benefits of Shareholder Rights Plans in Addressing Shareholder Activism"

William F. Ruprecht, et al., and Sotheby’s, which, in essence, recognized that a board of directors could adopt a shareholder rights plan as a reasonable response to a threat posed by an activist shareholder....more

A Shot In A Mug Of Beer May Not Be The Answer To This Exclusive Forum Bylaw Case

In March, Safeway and Albertsons announced that they had entered into a definitive merger agreement. As night follows day, litigation ensued. At least 12 class action complaints were filed by alleged stockholders of...more

Acquisition Structure Decision Tree: Choice and Acquisition of Entities in Texas Course

Buying or selling a closely held business, including the purchase of a division or a subsidiary, can be structured as (i) a statutory combination such as a statutory merger or share exchange, (ii) a negotiated purchase of...more

Deciding Whether to Sell the Company? Here Are Some Considerations for Boards of Directors

A heads up to directors considering whether to sell the company: recent Delaware court decisions have demonstrated the potential perils of passively following the advice of financial advisers, particularly where the adviser...more

2014 Changes to the Minnesota Business Corporation Act

On April 25, 2014, Governor Mark Dayton signed House Bill H.F. No. 2190, which makes a number of changes to Chapter 302A of the Minnesota Statutes, the Minnesota Business Corporation Act (the “MBCA”). These changes will go...more

Choice of Entity Decision Tree: Choice and Acquisition of Entities in Texas

In selecting a form of business entity for an oil patch deal in Texas the organizer or initial owners can consider the following five business entity forms: • Corporation • General Partnership • Limited...more

2014 Amendments To The Minnesota Business Corporation Act

In This Issue: - Filing Pre-Clearance - Squeeze Outs Through Reduction to Fractional Shares - Interest in Dissenters’ Rights Actions - Cross Entity Conversion - Class or Series Voting on Amendments - The...more

Proposed Amendments to Delaware General Corporation Law and Courts and Judicial Procedure Law

Proposed amendments to the Delaware General Corporation Law (DGCL) are being considered by the Corporation Law Section of the Delaware State Bar Association. If approved by the Corporation Law Section and the Executive...more

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