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Two Cases From NC Business Court: Class Action Fees Doubled And Expedited Discovery Denied

Last week (well, two weeks ago, I'm kind of behind) seemed like class action week at the Business Court. Judge Gale issued three rulings in class action cases. ...more

[Webinar] Provider Networks: Avoiding Antitrust Trouble - Oct. 15th, 10:00am PDT

The Affordable Care Act encourages providers to collaborate to improve health care. But the antitrust enforcement agencies have warned providers that “too much” collaboration can run afoul of the antitrust laws. How do...more

Delaware's One-Two Punch to M&A Litigation Disrupts the Cozy Status Quo of M&A Deal Settlements

Over the summer, Delaware in two separate and impactful decisions hit out at many, if not most, shareholder litigation suits challenging public company M&A suits. The result: uncertainty ahead. The customary rhythm in an...more

Tyranny of the Minority: North Carolina Business Court Explores Potential Fiduciary Duties of Minority Shareholders

The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion...more

District of Colorado Grants Summary Judgment for Insurer on Bad Faith Claim Arising from Denial of Coverage Under E & O Policy

P&S LLC v. Nat’l Union Fire Ins. Co. of Pittsburgh, Pa., No. 14-cv-00735-LTB-CBS (D. Colo. July 29, 2015). District of Colorado grants summary judgment for insurer on bad faith claim where insurer established that an...more

[Webinar] International Trade and Antitrust — Clarity Put on Hold as FTAIA Conflict/Confusion Continues - July 30, 12:00pm CT

More than 30 years since the enactment of the Foreign Trade Antitrust Improvements Act (FTAIA), it continues to be characterized by confusion about the application of U.S. antitrust laws to international trade, which is the...more

Delaware Superior Court Clarifies Breach Of Implied Covenant Claims

This is an interesting decision because of its comments on when the implied duty to act fairly and in good faith may be asserted as a separate claim even when a claim based on the contract between the parties has not been...more

July Antitrust Bulletin

On June 29, 2015, Sysco Corp. announced that it was pulling the plug on its $3.5 billion proposed merger with US Foods Inc. The news comes less than a week after a Washington, D.C., federal judge concluded that the Federal...more

[Webinar] Antitrust and Competition - June 30, 1:00 CDT

Join us as Robins Kaplan attorneys Meegan Hollywood and William Reiss provide an introduction to the fundamentals of federal antitrust and competition law. The program will focus on the basic statutory framework of antitrust...more

The Rewards of Crafting Explicit Earn-Out Provisions

Those of us involved in drafting M&A agreements spend a considerable amount of time vigilantly and artfully drafting certain contractual provisions to protect our client and ensure that our client receives the maximum rights...more

M&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors

On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the...more

Fortis Advisors LLC v. Dialog Semiconductor PLC, C.A. No. 9522-CB (Del. Ch. Jan. 30, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a motion to dismiss certain claims relating to a dispute over earn-out payments owed to the former equity holders of iWatt, Inc. (“iWatt”) following the sale of iWatt...more

How Recent Fiduciary Duty Cases Affect Advice To Directors And Officers Of Delaware And Texas Corporations

The conduct of corporate directors and officers is subject to particular scrutiny in the context of business combinations (whether friendly or hostile), executive compensation and other affiliated party transactions,...more

In re Family Dollar Stores, Inc.: No Revlon Duty to Seek Better Terms From Competing Bidder

Last month, in In re: Family Dollar Stores, Inc. Stockholder Litigation, a Delaware Chancery judge rejected the efforts of certain shareholders of Family Dollar Stores, Inc., to prevent Family Tree’s shareholders from voting...more

Forum Selection Bylaws Gain Additional Support in California

In adopting an exclusive forum selection bylaw, companies can avoid the cost and complication of multi-forum litigation after an M&A transaction. In response to the wasteful and burdensome trend of multi-forum...more

No Auction Required – Delaware Supreme Court Affirms Board Flexibility under Revlon

Ruling that an active solicitation process is not necessarily required for a target board of directors to satisfy its fiduciary duties in a change of control transaction, the Delaware Supreme Court overturned a preliminary...more

In re Novell, Inc. S’holder Litig., C.A. No. 6032 (Del. Ch. Nov. 25, 2014) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery granted summary judgment in favor of defendants on claims alleging that directors acted in bad faith by favoring a bidder in a sale process for reasons other than the pursuit...more

Court Clarifies Law on Enforceability of Obligations of Non-Signatories in Private Mergers

In a fact-specific case with potential ramifications for future mergers under Delaware law, Cigna Health and Life Insurance Co., a preferred stockholder of Audax Health Solutions Inc., whose shares were extinguished by a...more

Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, C.A. No. 7906 (Del. Ch. Nov. 26, 2014) (Glasscock, V.C.)

In this memorandum opinion, the Court of Chancery largely denied but granted in part defendants’ motion to dismiss claims relating to a 2011 merger in which plaintiffs Great Hill Equity Partners IV, LP and related entities...more

Information Letter: Management Liability: Potential Risk Zones (Russia)

The recent court practice shows that lawsuits seeking compensation of damages caused to company by its management are being filed with increasing frequency. It is largely due to courts' departure from formalistic approach to...more

Delaware Court Provides Guidance on Acceptable Deal Protection Mechanisms and Scope of Third Party Aiding and Abetting Liability...

On November 25, 2014, the Delaware Court of Chancery issued a decision in In Re Comverge, Inc. Shareholders Litigation, which: (1) dismissed claims that the Comverge board of directors conducted a flawed sales process and...more

Delaware Court of Chancery Applies Business Judgment Rule to Directors Who Approve Merger Supported by Large Shareholders

In its October 24, 2014, decision in In re Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541, the Delaware Court of Chancery confirmed that the business judgment rule is applicable in evaluating claims for breach...more

In re KKR Financial Holdings LLC S'holder Litig., Consol. C.A. No. 9210-CB (Del. Ch. Oct. 14, 2014) (Bouchard, C.)

In this opinion, the Court of Chancery dismissed a purported class action by stockholders of KKR Financial Holdings LLC (“KFN”) challenging its acquisition by KKR & Co. L.P. (“KKR”) in a stock-for-stock merger, rejecting...more

Delaware Court of Chancery Rejects Controlling Stockholder Claims and Applies Business Judgment Rule to Merger Suits

In In re KKR Financial Holdings LLC Shareholder Litigation, C.A. No. 9210 (Del. Ch. Oct. 14, 2014), the Delaware Court of Chancery dismissed a shareholder derivative suit brought by shareholders of KKR Financial Holdings LLC...more

Delaware Court Confirms Applicability of Business Judgment Rule to Investment Decisions of Insolvent Corporations

In its October 1, 2014 decision in Quadrant Structured Prods. Co. v. Vertin, et al., C.A. No. 6990, the Delaware Court of Chancery applied the protections afforded under the business judgment rule to investment strategies...more

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