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Securities Mergers & Acquisitions

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

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

The Retirement Advantage buys a TPA as the business further consolidates

by Ary Rosenbaum on

As discussed with purchases by Ascensus, there is further consolidation in the third party administration (TPA) business. The Retirement Advantage, Inc. (TRA), purchased Retirement Planning, Inc. (RPI), a Grand Rapids,...more

No Payday for Objecting Stockholders as Delaware Supreme Court Reverses Appraisal Ruling

by White & Case LLP on

The Delaware Supreme Court recently reversed a Delaware Chancery Court's finding that a private equity buyer had underpaid in connection with its acquisition of payday lending firm DFC Global Corporation....more

Delaware Chancery Court Dismisses Post-Closing Fiduciary Duty Claims, Finding The Complaint Failed To Plead Bad Faith

by Shearman & Sterling LLP on

On August 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder suit asserting breach of fiduciary duty claims against the directors of MeadWestvaco Corporation (“MW”) in connection...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

The Fed's Small BHC Policy Statement—Regulatory Relief for Bank Growth and Acquisitions

by Jones Day on

The Small Bank Holding Company ("BHC") Policy Statement ("Policy Statement") was adopted by the Federal Reserve in 1980 to facilitate transfers of small banking organizations, including BHCs formed to assume individuals' bank...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

Chinese buyers act quickly – Parallel UK & EU foreign takeover control systems proposed

by Bryan Cave on

On the 14th August 2017, it was widely reported in the UK press how Jean-Claude Juncker, the European Commission President, is preparing to unveil EU foreign takeover controls at a keynote speech in September. Such a system...more

Delaware Supreme Court Provides Guidance on Factors to Consider in Appraisal Valuation Procedure in Context of DFC Global...

by Ropes & Gray LLP on

In DFC Global Corp. v. Muirfield Value Partners, L.P.,1 the Delaware Supreme Court reversed and remanded the Court of Chancery’s appraisal decision relating to the 2014 acquisition of DFC Global Corporation, an international...more

Health Care Market Intelligence Private Equity Summary Report - July 2017

by Benesch on

A Look Back at the First Half of 2017... At the midpoint of 2017, deal data suggests deal volume (both PE and M&A) continues to trend downward – a trend that started in 2016 – however, despite this, deal values are...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

May, June and July Developments

by Sullivan & Worcester on

With a straight face, President Trump has issued an executive order on June 20th that would expand Apprenticeship opportunities in the US in order to expand jobs. The CFTC has adopted some final rules on records...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

Delaware Chancery Court Holds Garner Fiduciary Exception Does Not Justify Compelled Production Of Privileged Documents Relevant To...

by Shearman & Sterling LLP on

On July 27, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery found that stockholder plaintiffs had not satisfied their burden of showing “good cause” under the Garner fiduciary exception to 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

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

by WilmerHale on

Some interesting links we found across the web this week: How to Successfully Go About Acquiring Another Startup - Sometimes your startup can achieve goals quicker through an acquisition. ...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

Germany tightens restrictions on foreign investment from outside the EU

by Dentons on

On July 18, 2017, Germany passed an amendment to its foreign investment regime that will make acquisitions of German companies by foreign acquirers considerably more time consuming and potentially more complex. Chinese...more

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