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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