Securities Law, Mergers & Acquisitions, Civil Remedies

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

by James Beha, Joel Haims | Morrison & Foerster LLP on 4/30/2013

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

by Michael D. Redondo | Holland & Knight LLP on 4/4/2013

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?

by Matthew Stewart | Fenwick & West LLP on 2/25/2013

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)

by Potter Anderson & Corroon LLP on 9/6/2012

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

by Morrison & Foerster LLP on 8/30/2012

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

by Reed Smith on 8/15/2012

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

by Morrison & Foerster LLP on 7/18/2012

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"

by Skadden, Arps, Slate, Meagher & Flom LLP on 5/30/2012

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

by Potter Anderson & Corroon LLP on 5/22/2012

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.)

by Potter Anderson & Corroon LLP on 4/3/2012

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.)

by Potter Anderson & Corroon LLP on 3/27/2012

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

by Wilson Sonsini Goodrich & Rosati on 10/19/2011

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

by Venable LLP on 6/14/2011

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

by McDermott Will & Emery on 4/14/2011

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

by Sheppard Mullin Richter & Hampton LLP on 1/24/2011

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

by Katten Muchin Rosenman LLP on 9/22/2010

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?

by Morrison & Foerster LLP on 8/17/2010

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

by Sheppard Mullin Richter & Hampton LLP on 6/22/2010

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

Delaware Supreme Court Holds That Minority Stockholders In A Short Form Merger Are Entitled To "Quasi-Appraisal" Remedy When...

by Sheppard Mullin Richter & Hampton LLP on 7/21/2009

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

Corporate & Securities Alert: Delaware Supreme Court Confirms Officers' Fiduciary Duties and Refines the Application of the Common...

by Fenwick & West LLP on 2/18/2009

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

Investment Decisions Discount Cash Flow and other valuation methods in litigation in Australia

by Steven Brown on 1/1/1991

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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Securities Law › Mergers & Acquisitions › Civil Remedies