In this issue:

*News from the Court:

- Guidance from Delaware Chancery Court for Notice Provisions and

- Survival Periods

- Privileged Pre-Merger Attorney-Client Communications Belong to Surviving Corporation

- Weak Fairness Opinion not an Independent Violation of Revlon Duties

- Delaware’s Closed-Door Arbitration Program Enjoined

- Board’s Duties to an Individual Shareholder

- Delaware Supreme Court Unanimously Reverses Chancery Court

- Decision, Allowing Vivendi-Activision Repurchase to Proceed

*Notable Deals:

- Allstream Acquisition Rejected by Canadian Minister of Industry for National Security Reasons

- Rival Clothing Retailers Jos A. Bank and Men’s Wearhouse Launch Competing Merger Proposals and Defensive Maneuvers

- Cooper Terminates Apollo Deal

*A New Wave of Shareholder Activism:


- Excerpt from A New Wave of Shareholder Activism:

There has been a significant uptick in shareholder activism in 2013. While once thought of as solely for brave-hearted activist hedge funds, the activist shareholder space experienced a wide variety of developments this past year. The types of actors are becoming more diverse and the means of shareholder engagement range from more frequent letters from key shareholders, to campaigns to derail transactions or threaten wide-scale appraisal, to full-on proxy battles and hostile takeovers.

Please see full newsletter below for more information.

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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