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Securities Mergers & Acquisitions

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

Delaware Chancery Court Holds That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand

by Shearman & Sterling LLP on

On May 15, 2017, Vice Chancellor Sam Glasscock III of the Delaware Chancery Court dismissed a shareholder derivative action asserting that the directors of The Williams Companies, Inc. (“Williams”) breached their duty of...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

We learned pretty early on that VW wasn’t alone in employing emissions-cheating software to get around environmental regs. But until now, it’s borne the brunt of the bad press for its actions. Well, with Fiat Chrysler’s DOJ...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Jon Corzine’s plotting his Wall Street comeback, and he’s planning on using the unpredictable nature of the new administration to help him (and his new hedge fund) get there....more

Changes to Corporate Criminality Offences in the UK Cause Corporate Dealmakers to Review Acquisitions

by Latham & Watkins LLP on

Proposed changes to corporate criminal offending should cause corporate dealmakers to review the scope of acquisition diligence, particularly in light of the UK Serious Fraud Office’s (SFO’s) increasing use of deferred...more

Ninth Circuit Applies Omnicare Standard for Pleading False Statements of Opinion to Section 10(b) Claims, in City of Dearborn...

In a matter of first impression in the Ninth Circuit, the court applied the Supreme Court’s Omnicare standard for pleading the falsity of a statement of opinion to a Section 10(b) claim in City of Dearborn Heights Act 345...more

Delaware Chancery Court Dismisses Breach Of Fiduciary Duty And Quasi-Appraisal Claims Under Corwin

by Shearman & Sterling LLP on

On May 3, 2017, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery declined to dismiss a lawsuit brought by the buyer of EMSI Holding Company (“EMSI”) asserting post-closing claims for indemnification against...more

Fiduciary Duties of Directors in Connection with An Acquisition: A Massachusetts Difference

by Foley Hoag LLP on

Customary analysis of the fiduciary duties of directors in connection with their consideration of an acquisition of the corporation focuses on the nature of that fiduciary duty: What is that duty? Under what circumstances is...more

Corporate News - May 2017

by Hogan Lovells on

Corporate governance – 4MLD and changes to the PSC regime - Companies House recently published its business plan for 2017-18, its strategic plan for 2017-2020 and a press release with details of additional anti-money...more

Chinese Outbound M&A: 4 Key Questions

by Latham & Watkins LLP on

Overseas direct investment by Chinese companies increased significantly in 2016 to US$212 billion, a 143% increase from 2015. While outbound M&A interest remains strong in China, recent measures taken by the Chinese...more

Energy Transfer, Williams, and the Circular Ownership of Stock

It is unheard of for a deal to die at the closing table because lawyers cannot deliver a required opinion regarding a transaction that they structured and negotiated. Yet, this is exactly what happened last year when two...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

You’ll remember Snap’s highly anticipated March IPO as a splashy affair, with a valuation in the $30+ billion range and a relatively consistent stock price. Well, reality hit hard yesterday, as Snap announced a $2.2 billion...more

Public Mergers and Acquisitions in Canada 2nd Edition - May 2017

by Bennett Jones LLP on

Canadian public merger and acquisition transactions in 2016 (in-bound and out-bound) comprised over C$400 billion in value with at least one-third of the transactions in Canada being fueled by foreign buyers. The second...more

Capital controls and private equity in China – Uncertainty, adaptation and optimism

by Hogan Lovells on

The numbers - Outbound M&A transactions collapse - In the wake of record levels of outbound direct investment ("ODI"), a currency under downward pressure and diminishing foreign exchange reserves, the Chinese government...more

M&A Deal Terms in 2017: What Can Deal Teams Expect?

by Latham & Watkins LLP on

Britain’s decision to leave the European Union in June 2016, coupled with the election of Donald Trump as US president in November 2016, gave dealmakers plenty of pause for thought last year – but ultimately did little to...more

Ninth Circuit Confirms Pleading Standard for Securities Fraud Claims Involving Statements of Opinion

On May 5, 2017, the U.S. Court of Appeals for the Ninth Circuit issued an important decision in City of Dearborn Heights Act 345 Police & Fire Retirement System v. Align Technology, Inc., et al., affirming the dismissal of a...more

Surge In Securities Class Action Filings Reported In First Quarter

by Dorsey & Whitney LLP on

In the first quarter of 2017 there was a record number of securities class actions filed, according to a new report by Cornerstone Research. In the first quarter of this year 127 securities class actions were filed compared...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

The Times gives us some insight into the opaque (but powerful) HNA Group—the Chinese entity that began with Hainan Airlines and has grown into a global investing and acquisition powerhouse that is now the largest shareholder...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Coach is looking to appeal to a younger generation (hint, big sales running nearly all the time would help), and it’s decided that buying is the way to go, announcing yesterday that it’s snapping up Kate Spade for $2.4...more

"Delaware Supreme Court Examines Director Disinterestedness, Independence"

Delaware law provides important tools for directors to maintain control of derivative lawsuits.1 One such tool is the “demand requirement” embodied in Court of Chancery Rule 23.1, which requires that before a stockholder acts...more

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

Delaware Chancery Court Dismisses Breach Of Fiduciary Duty Claims By Minority Stockholder Of Subsidiary In Relation To Acquisition...

by Shearman & Sterling LLP on

On May 2, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed a purportedly derivative and putative class action brought by a minority stockholder of software company VMware, Inc. (“VMware”), a subsidiary...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Local-TV powerhouse Sinclair Broadcast Group isn’t all that well known outside of the Baltimore area, but it’s making a big play for the national stage as it nears a deal to buy Tribune Media—the former “Tribune empire’s...more

"The Continuing Evolution of Corwin in Delaware Courts"

Recent Delaware Supreme Court and Court of Chancery cases have continued to refine the impact and requirements of Corwin v. KKR Financial Holdings LLC, in which the Delaware Supreme Court held that the business judgment rule...more

In Case You Missed It: Launch Links - April, 2017 #5

by WilmerHale on

Some interesting links we found across the web this week: WilmerHale’s 2017 Corporate Reports - Sometimes it’s easier to just look at the numbers. WilmerHale’s annual IPO, Venture Capital and M&A Reports offer rare...more

Defendants in Stock Purchase Indemnification Action Entitled to Advancement under Bylaws

In Davis et al v. EMSI Holding Co., the Delaware Court of Chancery held that officers and directors of an acquired company were entitled to advancement under the acquired Company’s by-laws for expenses incurred in defending...more

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