Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:
Yahoo's $30 Million May Be 'Underpay' for Summly's D'Aloisio
Release of new book on the 'Best Practices Under the FCPA and Bribery Act"
Lessons Learned from the Parker Drilling DPA and Ralph Lauren NPA
Zimmermann: Up to 20% of AmLaw 200 "Badly Weakened"
Lessons Learned from the BizJet Executives FCPA Enforcement Actions
Sullivan & Cromwell's M&A Hotline is Ringing
Bill on Bankruptcy: Sigmund Freud, Marx Brothers, Bernie Madoff
Jaffe Sees 'A Lot' of IPOs in 2013 'Pipeline'
Bill on Bankruptcy: Why is Kodak's Stock Soaring?
Consultant: BigLaw Growth is NOT Dead!
Bill on Bankruptcy: How Purchasers of AMR Stock Made a Killing
Heinz's Lawyer: Inside the Berkshire/3G Deal
Virgin Media's Lawyer on Liberty Global Deal
Aquila: M&A Looking Up in 2013; "The Negatives Are Built In"
Next Step in Airline M&A: Cross-Border Deals
More Law Firm Mergers in 2013
LPOs Stealing Deal Work from Law Firms
Transaction Monitoring Under the FCPA
Corporate Law Report: U.S. Manufacturing, Social Media, Online Endorsements, Hart Scott Rodino, More
Law Firm Bankruptcies Present Lessons for Distressed Businesses with Human Capital
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
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
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
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
On Monday, the Delaware Supreme Court affirmed a $2 billion judgment by Delaware Chancellor Strine in the Grupo Mexico/Southern Peru shareholder derivative litigation. The Supreme Court also affirmed Chancellor Strine’s...more
Many practitioners in Pennsylvania have long been of the view that in the case of a Pennsylvania merger, no legal claim under state law seeking equitable relief or damages based on unfairness of the merger, or even fraud,...more
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
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
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
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
In this opinion, the Delaware Court of Chancery addressed several issues related to class actions alleging breaches of fiduciary duty, including typicality and adequacy and the effect of the recent United States Supreme Court...more
On October 14, 2011, the Delaware Court of Chancery issued a post-trial opinion in a derivative action that challenged Southern Peru Copper Corporation's acquisition of Minera Mexico, S.A. de C.V., from Southern Peru's own...more
In a sweeping ruling filed late last Friday, received Tuesday, Judge Stuart Berger of the Business and Technology Case Management Program of the Circuit Court for Baltimore City granted defendants' motion to dismiss and...more
Since December 2010, the Delaware Court of Chancery has been emphasizing the need for additional disclosures relating to financial advisors in merger and acquisition transactions. Because delay poses risk to closing any...more
NERA and Cornerstone Research (in cooperation with Stanford Law School’s Securities Class Action Clearinghouse) recently issued their respective year-end assessments of securities litigation for 2010. (Their findings and...more
On September 8, the Delaware Court of Chancery denied a motion for a preliminary injunction to prevent the consummation of a merger plan, pursuant to which Hertz Global Holdings, Inc. will buy all the shares of rental car...more
For years, litigation in most “deal” cases — involving negotiated, as opposed to hostile, acquisitions — has followed a rather predictable pattern.
A proposal was announced publicly. Lawsuits were filed, usually in...more
In Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc., C.A. No. 5402-VCS (Del. Ch. May 13, 2010), the Court of Chancery of the State of Delaware granted plaintiff Maric Capital Master Fund’s (“Maric”) motion for a...more
In Berger v. Pubco Corporation, Case No. 509, 2009 WL 1976529(Del. July 9, 2009), the Delaware Supreme Court held that minority stockholders are entitled to a “quasi-appraisal” remedy to recover the difference between the...more
The Delaware Supreme Court’s recent decision in Gantler vs. Stephens (Del. January 27, 2009) – where the Court issued a rare reversal of a Court of Chancery decision – contains several noteworthy holdings on core corporate...more
Paper on the use of net present value (discounted cash flow) analysis by Australian Courts. A good overview of business valuation methodologies for lawyers and business people....more
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