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Acquisitions Controlling Stockholders

Goodwin

California Assembly Bill 3129, Regulating Private Equity- and Hedge Fund-backed Healthcare Transactions, Awaiting Governor’s...

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On August 31, 2024, California’s legislature passed Assembly Bill 3129 (“AB 3129”), which will be enacted if approved by California Governor, Gavin Newsom. AB 3129 would establish a mandatory approval process for a broad...more

Skadden, Arps, Slate, Meagher & Flom LLP

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

Sheppard Mullin Richter & Hampton LLP

Lost-Premium Damages under Merger Agreement – Proposed Amendment to the DGCL in Light of Crispo vs. Musk

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become...more

Goodwin

Navigating the Nuances: M&A Buyouts vs. Growth Equity Transaction

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As global markets continue to adapt to a new normal, a clear understanding of the structural nuances, risk considerations, and strategic objectives inherent in varying transaction structures enables investors to remain agile...more

Skadden, Arps, Slate, Meagher & Flom LLP

2024 Insights: Corporate Trends

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage...more

Skadden, Arps, Slate, Meagher & Flom LLP

Europe Increasingly Turns to Special Committees in Transactions Involving a Controlling Shareholder

A takeover offer from a controlling shareholder presents a challenge to boards of directors who are tasked with protecting minority shareholders, particularly where some of the directors on the board may have relationships or...more

Proskauer Rose LLP

Private Credit Deep Dives – Change of Control (United States)

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After an unprecedented post-COVID boom, M&A activity has slowed in recent months, with overall global M&A value down as much 44% in the first five months of 2023, according to a recent report by Bain & Company. Against this...more

Latham & Watkins LLP

Singapore Expands Scope of Shareholders Excluded for Calculating Compulsory Acquisition Threshold

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New legislation strengthening the compulsory acquisition regulatory framework in the Companies Act 1967 is welcome news for minority shareholders. On 9 May 2023 the Parliament of Singapore passed the Companies, Business...more

Barnea Jaffa Lande & Co.

Tax Plan and Acquisition of a Public Shell

The uptrend in the number of public shell acquisitions has prompted the Israel Tax Authority to be even more meticulous in its examination of such transactions. The Jerusalem District Court recently ruled that when a buyer...more

McGuireWoods LLP

Delaware Corporate Law Update 2022

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The Delaware Court of Chancery recently weighed key issues under state law involving claims of breach of fiduciary duty in several challenged corporate transactions. Perfection Is Not Expected: Court Finds Flawed...more

White & Case LLP

Notable decisions from Delaware courts

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MultiPlan: Chancery court assesses fiduciary duties in the context of de-SPAC transactions - The Delaware Court of Chancery declined to dismiss, at the pleading stage, breach of fiduciary duty claims made against a SPAC's...more

Morris James LLP

The Parable of the Tesla and SolarCity Deal

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The Delaware Court of Chancery’s April 27 Tesla Motors opinion likens some decisions to “parables”—stories that illustrate important lessons. In the words of presiding Vice Chancellor Joseph R. Slights III, the story of Tesla...more

Goodwin

Delaware Chancery Court Clears Musk of Breach of Fiduciary Duty Claim

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On April 27, 2022, the Delaware Court of Chancery in In re Tesla Motors Stockholder Litigation rendered a post-trial verdict finding for Elon Musk, co-founder and CEO of Tesla Motors, Inc., on claims that Musk breached his...more

Goodwin

SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence

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SCOTUS Vacates Class Certification In Suit Against Goldman Sachs And Clarifies Appropriate Scope Of Price Impact Evidence; Stockholders Strike $110 Million Settlement In Suit Alleging Breaches Of Fiduciary Duties By Former...more

Troutman Pepper

Controlling Stockholder or Member Status Under Delaware Law – A Table of Key Decisions

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Whether a stockholder of a corporation or member of a limited liability company (LLC) is a controlling stockholder or member often has a significant impact on breach of fiduciary duty actions, including those arising out of...more

Hogan Lovells

Litigation developments: core M&A and corporate governance doctrines

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Hogan Lovells partners Courtney Devon Taylor and Christopher Pickens, from our Philadelphia and Northern Virginia offices respectively, discuss core M&A and corporate governance doctrines – and how they will continue to...more

Goodwin

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

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A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Strictly Construes Right to Discovery of Stockholders Represented By a Contractually Created...

Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise...more

Morris James LLP

Chancery Denies Motions for Summary Judgment in Tesla Litigation, Questions Remain as to Whether Musk is a Controlling Stockholder

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In re Tesla Motors, Inc. S’holder Litig., C.A. No. 12711-VCS (Del. Ch. Feb. 4, 2020). The Delaware Court of Chancery denied plaintiffs’ and defendants’ (including Elon Musk’s) motions for summary judgment on the grounds that...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Developments in Delaware Corporation Law

Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

White & Case LLP

METI issues "Fair M&A Guidelines" and publishes an English version

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Japan's Ministry of Economy, Trade and Industry completely revised the 2007 MBO guidelines on June 28, 2019. The new guidelines, now termed "Fair M&A Guidelines," include within their scope acquisitions by controlling...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Significant Issues Regarding Private Company Deal Litigation

On May 15, 2019, Vice Chancellor Slights of the Delaware Court of Chancery issued a ruling addressing important issues related to private company deal litigation. Specifically, the decision addressed when a release of claims...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

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The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

Hong Kong Regulatory Update - July 2019

This edition provides an overview of key regulatory developments in the past three months relevant to companies listed, or planning to list, on The Stock Exchange of Hong Kong Limited (HKEx), and their advisers. In...more

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