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Read need-to-know updates, commentary, and analysis on Securities issues written by leading professionals.

Nevada Supreme Court Adopts Delaware’s Tooley Test to Determine Whether Shareholder Claims are Direct or Derivative

In Parametric Sound Corp. v. The Eighth Judicial District Court of the State of Nevada, ___ P.3d ___, 2017 WL 4078845 (Nev. Sept. 14, 2017), the Nevada Supreme Court addressed the circumstances under which breach of fiduciary...more

Litigation Issues Arising from M&A Transactions - Don't Cut Corners: How Legal Shortcuts May Come Back to Haunt You Later

by Bryan Cave on

On September 20, San Francisco Partner Meryl Macklin and Los Angeles Partner Katherine Ashton hosted a webinar on the litigation issues arising from M&A transactions and how legal shortcuts could come back to haunt...more

What Effect Will the New Revenue Recognition Standard Have on M&A?

by Stinson Leonard Street on

The Financial Accounting Standards Board's new revenue recognition standard is expected to have wide-ranging effects on M&A transactions. The new revenue recognition standard under GAAP will be applicable to public companies...more

Key Texas M&A Issues (Presentation)

by Jackson Walker on

Agenda - Letters of Intent - Best Efforts - Indemnification - Sandbagging - Non-Reliance - Fiduciary Duties - Letters of Intent: • Buyer may seek letter of intent that is generally not binding on either party...more

Effect of the New Revenue Recognition Standard on M&A

FASB’s new revenue recognition standard is expected to have wide ranging effects on M&A transactions. The new revenue recognition standard under GAAP (Accounting Standards Update 2014-09; Topic 606) will be applicable to...more

Forging ahead with “entire fairness,” or playing it safer (procedurally speaking)

by Ropes & Gray LLP on

Controlling stockholder buyouts of Delaware corporations are generally scrutinized under the lens of “entire fairness” to determine whether the transaction was the product of fair dealing and fair price. Notably, however,...more

Can legal costs constitute financial assistance?

by Hogan Lovells on

It is not uncommon for a target company to bear the legal costs incurred by its shareholders in respect of a sale of its shares. On face value, this practice appears benign. However, an analysis reveals that this may fall...more

Funds Talk: September 2017 - Buyer and Seller Considerations in Asset Management M&A Transactions

By many measures, mergers and acquisitions (M&A) activity in the investment management space for 2017 is on track to meet or exceed the brisk pace of activity seen in 2016. Whether the desire that drives them is securing...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

While the Journal considers the ever-growing list of headaches for Khosrowshahi, including a new federal bribery probe over potential Uber FCPA violations....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Drugmaker Gilead has kickstarted a largely quiet period for big pharma deals with the announcement that it’s acquiring Kite for about $11.9 billion. Kite Pharma’s best known for its emerging cancer treatments that focus on...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The 2d Circuit has upheld by a 2-1 margin the insider-trading conviction of former SAC Capital Advisors portfolio manager Mathew Martoma. Martoma’s counsel had challenged the propriety of the jury instructions in light of the...more

Delaware Court of Chancery Extends Business Judgment Rule Deference to Controller Transactions Involving Third-Parties

On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Breakingviews suggests that the devil is definitely in the details in Sempra Energy’s apparent winning bid for Oncor. Control of the company, for example, isn’t as simple as it might seem....more

Revised NYSE Dividend Notification Requirements

by Goodwin on

The New York Stock Exchange has amended its Listed Company Manual to require listed companies to notify the NYSE at least 10 minutes before the company announces any dividend or stock distribution or the fixing of a record...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

A nearly $5 billion deal between French energy company Total and the oil and gas arm of Danish shipping giant Maersk is making waves this morning. Total will also assume a few tankers-full of Maersk Oil’s debt....more

Minnesota Supreme Court Rejects Delaware Test for Direct Versus Derivative Action

In a case arising out of the inversion transaction where Medtronic merged with Coviden, the Minnesota Supreme Court spoke on the proper test of determining when an action is derivative or direct in In re Medtronic, Inc....more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

As expected, Wells Fargo has promoted former Fed governor and current vice chair Elizabeth Duke to succeed Board chair Stephen Sanger. Incredibly, the move makes Duke the first woman to hold the top spot at one of the...more

Another Working Capital Claim Fails in Delaware Because of Liability Limitations

In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Court of Chancery declined to permit the purchaser of a business to recover a working capital shortfall as a result of a purchase price...more

Court Considers Fiduciary Duties in Merger under Minnesota Law

The United States District Court for the District of Minnesota considered the application of the fiduciary duties of directors in the context of a merger under the Minnesota Business Corporation Act. The case, Lusk et al v....more

Delaware Supreme Court Endorses Deal Price as Strong Evidence of Fair Value in Appraisal of Public Companies

by Pepper Hamilton LLP on

In DFC Global Corp. v. Muirfield Value Partners, L.P. (Aug. 1, 2017), the Delaware Supreme Court issued its highly anticipated ruling on the determination of fair value in statutory appraisal cases. The court held that the...more

Section 338(h)(10) Election – S Corporation Stock Sale Treated as Asset Sale

by Dickinson Wright on

Generally, a buyer in a stock sale does not obtain a step-up (or down) in the basis of the acquired corporation’s assets, unlike in an asset sale. However, if the acquired corporation in a stock sale is an S corporation, an...more

Further Clarification from Delaware Supreme Court on Deal Price in Statutory Appraisal Actions

by Polsinelli on

The Delaware Supreme Court offered further guidance this week on the weight to be accorded a negotiated deal price in the context of shareholder appraisal litigation, which of course is important to businesses and counsel...more

Delaware Supreme Court Decision Addresses Critical "Fair Value" Issues in Appraisal Litigation

On August 1, 2017, the Delaware Supreme Court issued an en banc opinion in DFC Global Corporation v. Muirfield Value Partners, L.P., et al., reversing the Delaware Court of Chancery's decision regarding the fair value of DFC...more

Delaware Supreme Court Rejects Presumption that Deal Price is Best Estimate of Fair Value; Private Equity Buyer’s Price Deserves...

In DFC Global Corp. v Muirfield Value Partners, L.P. et al, the Delaware Supreme Court declined to adopt a presumption that in an arm’s length merger the deal price is the best estimate of fair value for purposes of an...more

Securities Class Action Filings at an All-Time High

Federal securities fraud class action filings have been on a meteoric rise over the past 18 months. According to a recent report released by Cornerstone Research, plaintiffs filed 226 new federal securities fraud class action...more

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