Securities Mergers & Acquisitions

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Your Daily Dose of Financial News

White Collar Watch dates itself considerably with its Perry Mason allusion, but its bigger point is an interesting one–good luck finding a true “gotcha” moment when dealing with what are “quintessentially offenses of the...more

Your Daily Dose of Financial News

Following up on news last week that Bill Ackman was finally done with his grand Valeant experiment, the Times gives us a deeper look at what was really going on with the activist investor’s bet and ultimate $4 billion loss....more

Chancery Court Holds That Squeezed Out Stockholders Lack Standing to Compel Inspection under DGCL § 220

On February 27, 2017, the Delaware Court of Chancery addressed an important matter of first impression under Delaware law: "Must a plaintiff seeking corporate records under Section 220 of the Delaware General Corporation Law...more

Important Decision by Massachusetts Supreme Court May Significantly Reduce Risk of Merger Litigation

The recent decision by the Massachusetts Supreme Court in Int'l Brotherhood of Electrical Workers Loc. No. 129 Benefit Fund v. Tucci has the potential to significantly reduce merger litigation for publicly traded companies...more

Your Daily Dose of Financial News

The struggle to attract and retain businesses and the jobs they provide has increasingly led to states and cities squaring off against others, with competing tax incentive packages the very real currency of the battle....more

The new face of private equity

There is a new face of private equity in the today's mining M&A market. Private equity is no longer willing to entertain opportunities which spruik only the potential for speculative capital gains. Rather, private equity is...more

Your Daily Dose of Financial News

Financial transaction provider Euronet Worldwide’s made an unsolicited bid to acquire MoneyGram for about $1 billion in cash, throwing a wrench into Ant Financial’s plan to use MG as a way to break into the US market and...more

Junior Associates Rejoice: SEC Adopts Rule and Form Amendments to Require Registrants to Hyperlink Exhibits Listed in Filings and...

One of the typical activities for junior associates in performing due diligence for M&A and securities transactions involving public companies is going through the “exhibit list” filed by the public company on its recent...more

Massachusetts Supreme Court Affirms Dismissal Of Shareholder Class Action And Clarifies That Directors Generally Owe Fiduciary...

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation...more

Death Knell to Merger Litigation for Massachusetts Corporations?

In IBEW Local No. 129 Benefit Fund v. Tucci, the Massachusetts Supreme Judicial Court (SJC) affirmed the dismissal of direct claims for breach of fiduciary duty by EMC shareholders challenging the merger of EMC and Dell, Inc....more

Your Daily Dose of Financial News

Bill Ackman, not known for giving up easily, is finally throwing in the towel on Valeant (even after taking a board seat at the company) and cutting his losses after a failed “two-year bet that lost about $4 billion for his...more

Yahoo Breaches Cost Shareholders $350 Million From Lowered Purchase Price, CEO Forfeits $14 Million in Compensation

Yahoo’s troubles for failing to timely disclose security breaches provides rare insight into quantifying the financial and other costs to a company’s shareholders and leadership when a security breach occurs and is...more

Financial Services Weekly News - March 2017 #2

Editor's Note - Marching On. Notwithstanding the industry’s watch of the Senate’s confirmation of new leadership for the Department of Labor (DOL) and the Securities and Exchange Commission (SEC), the DOL proposed a delay...more

Delaware Court of Chancery Holds that Cancellation of Shares Through Merger Deprives Stockholder of Standing in Section 220 Action

In Weingarten v. Monster Worldwide, Inc., C.A. No. 12931-VCG, 2017 WL 752179 (Del. Ch. Feb. 27, 2017), the Delaware Court of Chancery (Glasscock, V.C.) clarified when a plaintiff has standing to vitiate inspection rights...more

Delaware Chancery Court Holds That Former Stockholder Lacks Standing To Bring Section 220 Action For Inspection Of Books And...

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in...more

Massachusetts Supreme Judicial Court Rules Merger Challenges Must Be Brought Derivatively

In a decision that will have significant implications for M&A litigation involving Massachusetts corporations, on March 6, the Massachusetts Supreme Judicial Court held that a shareholder challenge to a proposed merger...more

Compliance and Private Equity: An Oxymoron?

We all enjoy an oxymoron, e.g., army intelligence, compassionate conservative. Some words go together and some do not. When it comes to compliance and private equity companies, you can predict with usual success that private...more

5 Must Ask IP Due Diligence Questions in Corporate Transactions

When would a company undergo intellectual property due diligence? - Konstantin Linnik: Any corporate transaction involving IP assets necessitates diligence: merger, acquisition, IPO, investment (such as a venture...more

The flood of inbound M&A and outlook for 2017

Despite its political turbulence, 2016 was a blockbuster year for inbound mergers and acquisitions in the US. According to Bloomberg, US inbound M&A hit an all-time peak of $586.7 billion, a 35.15 percent hike from 2015. In...more

Expect the unexpected: a year of change leading to opportunity and optimism in private equity

2016 was a year of unexpected change and uncertainty across the globe. Although the Singapore M&A market generally reacted to this with caution, private equity investment saw a slight improvement following a strong year in...more

Your Daily Dose of Financial News

It’s been far from a smooth ride for Uber over the past few weeks. And Friday’s revelation that the ride-sharing company’s been using a tool called “Greyball” to mine and use app data to “deceive the authorities in markets...more

Developments in Disclosure of Financial Advisor Fees in M&A Transactions

Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more

New York Appellate Division Revives Non-Monetary Class Action Settlement in M&A Class Action with Revised Standard of Review

In Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (N.Y. App. Div. Feb. 2, 2017), the Appellate Division of the Supreme Court of the State of New York, First Judicial Department (the “First Department”),...more

M&A Update: Toehold Accumulations: Further Convergence Between Private Equity and Hedge Fund Strategies

Over the past few years, private equity funds and hedge funds have increasingly employed tactics traditionally employed by the other as part of their value maximization strategies. Underscoring this convergence has been a...more

New York Court Reverses Rejection of M&A Disclosure-Only Settlement Signaling Split from Delaware

Seyfarth Synopsis: On February 2, 2017, the Appellate Division for the First Department in New York entered an order approving a “disclosure-only” settlement. While acknowledging the “increasingly negative view” of...more

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