In this issue:

*News from the Courts

- Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements

- Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options

- Court Rejects Settlement of Transatlantic Deal Litigation

- Chancery Confirms Contractual Waiver of Fiduciary Duties in Delaware Limited Partnerships

- No “Bundling” of Matters Submitted for Shareholder Vote

- Contested Director Elections and Use of “Proxy Puts” to Entrench Incumbents

- No Assignment of IP Rights in Reverse Triangular Merger

- Chancery Finds That Allegations of Disparate Treatment of Bidders State Claim for Bad Faith

- New York Court Refuses to Stay or Dismiss Case in Favor of Delaware Action

- Deference Given to Board’s Sales Process & Focus on a Single Qualified Bidder

- Need for Precision in Finders’ Fee/Post-Transaction Employment Agreements

- Deference to Arbitrator’s Findings/Risk of Using Independent Valuation Firm as a Contractual Remedy

- M&A Activity Involving Sub-State Government Entities Potentially Not Immune to Antitrust Scrutiny

- Recent DOJ Antitrust Enforcement Actions under New AAG William Baer

- Deal Litigation Still Pervasive; Plaintiffs’ Firms Launching New - Attacks on Disclosures in Annual Meeting Proxies

*Notable Pending Deals

- Heinz acquisition by Berkshire/3G

- Dell acquisition by its founder/Silver Lake Partners (with competing bids received)

- T-Mobile –MetroPCS merger

- Royal Pharma tender offer for Elan

*London Update

- Restrictive Covenants in Purchase Agreements

- Warranty or Representation?

- VAT on Acquisition Costs

Asia Update

- Suit Reveals Risk of U.S. Deal Litigation For Non-U.S. Companies

- Deal Stat Snapshot

- Contributors

Please see full publication 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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