Mergers & Acquisitions Constitutional Law Civil Procedure

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Inside The Courts - March 2015 | Volume 7 | Issue 1

In This Issue: - U.S. SUPREME COURT: ..Gelboim v. Bank of Am. Corp., No. 13-1174 (U.S. Jan. 21, 2015) - DEMAND FUTILITY: ..Arduini v. Hart, No. 12-15750 (9th Cir. Dec. 17, 2014) - EXCHANGE...more

A Mixed Cause of Action with Protected and Non-Protected Activity Not Subject to Anti-SLAPP Motion

In Baral v. Schnitt (filed 2/5/2015, No. B253620), the California Court of Appeal, Second Appellate District, held that California’s anti-SLAPP statute does not authorize the striking of allegations of protected activity in a...more

“Appraisal Arbitrage” Receives Boost from Delaware Court of Chancery

An increasingly popular hedge fund strategy, commonly referred to as “appraisal arbitrage,” recently received a significant boost from the Delaware Court of Chancery. Appraisal arbitrage refers to the practice of buying...more

Delaware Court Rules That Beneficial Stockholder May Seek Appraisal in Its Own Name

On January 5, the Delaware Court of Chancery ruled that a beneficial stockholder has standing to bring an action for appraisal in its own name when the record stockholder’s actions have perfected the right of appraisal. The...more

Court Of Chancery Clarifies Standing For Appraisal Rights

Merion Capital LP v. BMC Software, Inc., C.A. 8900-VCG (January 5, 2015) and In Re Appraisal Of Ancestry.com Inc., C.A. 8173-VCG (January 5, 2015) both deal with appraisal arbitrage and resolve who is entitled to file an...more

City of Providence v. First Citizens BancShares, Inc., C.A. No. 9795-CB (Del. Ch. Sept. 4, 2014) (Bouchard, C.)

In this consolidated opinion concerning the validity of a forum selection bylaw, the Court of Chancery affirmatively answered, among other things, an issue of first impression: “whether the board of a Delaware corporation may...more

Delaware Court Denies Attorneys’ Fees for Stockholders in Appraisal Proceedings

The Delaware Court of Chancery recently held that certain stockholders who launched appraisal proceedings challenging a merger lacked standing to obtain reimbursement of attorneys’ fees from a $10.7 million settlement in a...more

Oral Arguments Held in First-Ever Challenge to CFIUS National Security Review of Foreign Investments in the United States

On May 5, the US Court of Appeals for the District of Columbia (DC Circuit) heard oral arguments in Ralls Corp. v. CFIUS et al. The case is the first ever challenge to the review process conducted by the Committee on Foreign...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

In re Quest Software Inc. S'holders Litig., C.A. No. 7357-VCG (Del. Ch. July 3, 2013) (Glasscock, V.C.)

In this decision, the Court of Chancery denied plaintiffs’ motion to compel the discovery of privileged documents and communications, finding that the “at issue” exception to the attorney-client privilege did not apply and...more

Supreme Court Unanimously Rejects Antitrust Immunity in Hospital Merger Case

What you need to know: The Supreme Court issued a unanimous decision siding with the FTC against a hospital merger in Georgia. What you need to do: Companies should conduct careful analysis before...more

Supreme Court to Hear FTC Challenge to Georgia Hospital Merger

On June 25, the United States Supreme Court granted the Federal Trade Commission’s request that it review the 11th Circuit’s decision in Federal Trade Commission v. Phoebe Putney Health System. The case involves the FTC’s...more

Tenth Circuit Holds Corporate Shareholders Do Not Have Standing Under Rico To Sue Derivatively For Alleged Injuries To Corporation

In Bixler v. Foster, No. 09-2138, 2010 WL 597477 (10th Cir. Feb. 22, 2010), the United States Court of Appeals for the Tenth Circuit affirmed the dismissal of a class action lawsuit brought by minority shareholders of Mineral...more

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