Mergers & Acquisitions › Securities Law › Civil Procedure

In re Wayport, Inc. Litig., Consol. C.A. No. 4167-VCL (Del. Ch. May 1, 2013) (Laster, V.C.)

In this opinion, the Court of Chancery, applying the “special facts doctrine,” rejected the plaintiffs’ claims for breach of the fiduciary duty of loyalty against the defendants arising out of sales of the plaintiffs’ stock...more

Rich v. Chong, C.A. No. 7616-VCG (Del. Ch. Apr. 25, 2013) (Glasscock, V.C.)

In this opinion, the Court of Chancery denied a motion to dismiss a derivative action brought by a stockholder of Fuqi International, Inc. because the plaintiff pled facts that raised a reasonable doubt that the Fuqi board...more

Recent Decisions Show Courts Closely Scrutinizing Fee Awards in M&A Litigation Settlements

Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more

M&A Deal Counsel’s Role In Creating A Winning Written Record For Defending Breach Of Fiduciary Duty Litigation

While M&A transactions give rise to many different types of litigation, including disputes between the merger parties and statutory appraisal actions, the most common type of litigation stemming from public company mergers is...more

Delaware Supreme Court’s Decision in Allergan Won’t Fix the Problem of Multi-Jurisdictional Shareholder Litigation

On April 4, 2013, in the Allergan decision, the Delaware Supreme Court reversed the Court of Chancery’s ruling last year that the dismissal of a shareholder derivative action in California did not preclude other stockholders...more

Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for claims brought by a group of stockholders. The claims allege that the...more

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

In this Opinion, the Court of Chancery denied, in large part, defendants’ motion to dismiss plaintiffs’ claims challenging several allegedly self-interested and dilutive transactions....more

In re Diamond Foods, Inc. Derivative Litig., C.A. No. 7657-CS (Del. Ch. Feb. 28, 2013)

In this memorandum opinion, the Court of Chancery granted defendants’ motion to dismiss the plaintiffs’ breach of fiduciary duty claims. Defendant Diamond Foods, Inc. (“Diamond”) was planning a December 2011 merger...more

Open Season on Proxy Statements? Entrepreneurial Plaintiffs’ Lawyers Target Executive Compensation Disclosure

As we enter the 2013 proxy season, companies should be aware of a new flavor of shareholder litigation. Some of the same firms that routinely attack M&A transactions have set their sights on a new target: attacking...more

GAMCO Investors, Inc. v. Vivendi, S.A.

Post-Trial Opinion Entering Judgment for Vivendi

Opinion entering judgment for Vivendi after bench trial in securities litigation. The sole issue in the case at this stage was whether Vivendi could rebut the fraud on the market presumption of reliance with respect to the...more

The Gathering Storm: Equity Compensation and 10b5-1 Plans Under Attack

In this presentation: - The Genesis – Merger Objection Cases - The New Wave of Injunction Cases - Say-on-Pay Injunction Cases - Share Issuance Injunction Cases - Post-Vote Derivative Cases -...more

Delaware Supreme Court Allows Opt-Out Right in Securities Case Certified on Equitable Grounds

In In Re Celera Corporation Shareholder Litigation, No. 212, 2012 (Del. Dec. 27, 2012), the Delaware Supreme Court reversed the lower Court of Chancery and ruled that a large holder of Celera Corporation (“Celera”) shares...more

Federal Court Upholds Delaware Forum Selection Notwithstanding California Securities Law Claims

Corporations Code Section 25701 is California’s anti-waiver statute. It provides that “Any condition, stipulation or provision purporting to bind any person acquiring any security to waive compliance with any provision of...more

Delaware Court Permits Shareholder Damages Suit Against Novell Inc. Board To Continue - Alleged Lack of Board Impartiality in...

In a January 3, 2013 decision, the Delaware Court of Chancery declined to dismiss a shareholder class action lawsuit that claimed the Board of Novell Inc. breached its fiduciary duty in allowing a $2.2 billion sale of Novell...more

Delaware Supreme Court Addresses Settlement of Class Action Deal Litigation

In the final days of 2012, the Delaware Supreme Court resolved an appeal arising out of class action litigation concerning the sale of Celera Corporation to Quest Diagnostics, Inc. The litigation was settled by agreement of...more

Parol Evidence Rule Barred Defendants' Interpretation Of Earn-Out Provision

Premier, Inc. v. Peterson, 2012 NCBC 59, decided last Friday by Judge Murphy, turned on a strict application of the parol evidence rule. At issue was whether the defendants were entitled to a substantial earn-out payment...more

Second Circuit Addresses Insider Trading Duty under Misappropriation Theory

A more responsible blogger would have covered this case well before now. But you take your bloggers as you find them, and I do think it important even two months later to address SEC v. Obus, 693 F.3d 276 (2d Cir. 2012). In...more

M&A Litigation: A Potential Partial Solution to a Big Problem

On October 24, Kevin LaCroix’s D&O Diary discussed a report called “The Trial Lawyers’ New Merger Tax,” published by the U.S. Chamber Institute for Legal Reform. The report proposes several legislative approaches that would...more

Americas Min. Corp. v. Theriault, C.A. No. 30, 2012 (Del. Aug. 27, 2012)

In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s ruling in In re S. Peru Copper Corp. S’holder Derivative Litig., 30 A.3d 60 (Del. Ch. 2011), awarding base damages of $1.263 billion to...more

BLG Monthly Update for July 2012

Gamekeepers, lap-dancers and neat contracts cases -- all this and more in the BLG Monthly Update for July 2012!...more

Quebec Tribunal Concludes Fibrek Inc. Response to Unsolicited Bid Went Too Far

The hostile bid for Fibrek Inc. (Fibrek) by Resolute Forest Products Inc. (formerly AbitibiBowater Inc.) (Resolute) which unfolded over the course of November, 2011 to May, 2012 and the decision of the Quebec Bureau de...more

"Inside the Courts - Volume 4, Issue 2: An Update from Skadden Securities Litigators"

This issue of Inside the Courts, Skadden's securities litigation newsletter, includes summaries and associated court opinions of selected noteworthy cases principally decided from January to March 2012, such as the U.S....more

Martin Marietta Materials, Inc. v. Vulcan Materials Co., C.A. 7102-CS (Del. Ch. May 4, 2012) (Strine, C.) - May 04, 2012

In this memorandum opinion, the Court of Chancery construed two confidentiality agreements executed by direct competitors at the outset of friendly negotiations regarding a possible business combination. Although neither of...more

Seventh Circuit Court of Appeals Rejects Argument That Wisconsin Corporate Law Is Part of Articles of Incorporation

The U.S. Court of Appeals for the Seventh Circuit rejected the argument of a dissenting shareholder in a freezout merger that provisions of Wisconsin’s corporate law were binding contractually on a company’s founders and its...more

Frank v. Elgamal, C.A. No. 6120-VCN (Del. Ch. Mar. 30, 2012) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery addressed a motion to dismiss a stockholder class action complaint challenging the merger of a wholly owned subsidiary of AH Holdings, Inc. with and into American Surgical,...more