Securities Civil Remedies Mergers & Acquisitions

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M&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder...

In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a...more

A Million Dollars In Fees For Class Counsel in Wachovia/Wells Fargo Merger Lawsuit

When I first looked at Judge Murphy's (unpublished) Order in Ehrenhaus v. Baker earlier this month awarding attorneys' fees to the class action attorneys who sued Wachovia and Wells Fargo over their merger in 2008, I was...more

Leading Cases in Pennsylvania Takeover Case Law: You’re Not in Delaware Anymore

Presented below is a brief survey of leading cases interpreting Pennsylvania corporate law in situations involving takeovers, proxy fights or other matters affecting corporate changes of control. This summary is by no means...more

Delaware Chancery Court Declines to Apply Offer-of-Judgment Rule in Appraisal Proceedings

In Huff Fund Investment Partnership v. CKx, Inc., Civil Action No. 6844-VCG, 2014 WL 545958 (Del. Ch. Feb. 12, 2014) (Glasscock, V.C.), the Delaware Court of Chancery denied a request by respondent CKx, Inc. (“CKx”) to compel...more

Activision Blizzard, Inc. v. Hayes, C.A. No. 497, 2013 (Del. Nov. 15, 2013)

In this en banc decision, the Supreme Court set forth the basis for its order reversing the Court of Chancery’s preliminary injunction of a stock purchase agreement under which Vivendi, S.A. agreed to sell its controlling...more

'Reps' and Warranties: One Could Cost More Than the Other Under English Contract Law

Contractual representations and warranties are often grouped together, referred to in shorthand as “reps and warranties.” The differences between the two concepts are often forgotten, but the distinction is important: a...more

Koehler v. NetSpend Holdings, Inc., C.A. No. 8373-VCG (Del. Ch. May 21, 2013) (Glasscock, VC)

In this memorandum opinion, the Court of Chancery declined to enjoin Total System Services’ (“TSYS”) acquisition of NetSpend Holdings, Inc. (“NetSpend”) because, even though the Court concluded that the NetSpend board (the...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

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

Growth Equity: Who is in Control?

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

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

Delaware Supreme Court Weighs In On Methodology for Attorneys’ Fees Award in Shareholder Derivative Litigation

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

Pennsylvania Supreme Court Allows Post-Merger Suits in Cases of Fraud or Fundamental Unfairness

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

Confidentiality Agreements Matter – Three Recent Cases Impacting Private Equity Transactions

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

"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

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

In re Celera Corp. S'holder Litig., C.A. No. 6304-VCP (Del. Ch. Mar. 23, 2012) (Parsons, V.C.)

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

Delaware Court of Chancery Grants $1.2 Billion Damage Award

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

Maryland Trial Court Dismisses Claims Against NHP Directors in Stock-for-Stock Merger with Ventas

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

“Sunshine is the Best Disinfectant”: A Financial Advisory Update

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

2010 Year-End Securities Litigation Reports Show a Second Half Increase In New Class Action Filings, With Merger Cases Spiking

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

Chancery Court Denies Dollar Thrifty Stockholder Motion for Preliminary Injunction

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

What’s the Deal with Deal Cases?

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

Delaware Chancery Court Enjoins Stockholder Vote For Lack Of Adequate Disclosures In Proxy Statement

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

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