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Attorney-Client Privilege Acquisitions

Allen Matkins

The Attorney-Client Privilege In M&A Transactions - A Decade Later

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In 2013, then Chancellor Leo Strine determined that under Section 259 of the Delaware General Corporation Law the attorney-client privilege held by the target company follows to the surviving company after a merger.   Great...more

American Conference Institute (ACI)

[Event] 6th Annual Summit on Life Sciences IP Due Diligence - November 28th - 29th, Boston, MA

ACI’s 6th Annual Life Sciences IP Due Diligence Summit is devoted to providing corporate and IP counsel with expert strategies for assessing, valuing, and commercializing IP assets when conducting strategic IP due diligence –...more

Goodwin

Twitter Brings Suit Against Musk in Delaware Court of Chancery Seeking Specific Performance

Goodwin on

On July 12, 2022, Twitter, Inc. brought a civil action in the Delaware Court of Chancery against Elon Musk, the co-founder and CEO of Tesla Motors, Inc., for breach of contract in an attempt to force Musk to complete his...more

Robins Kaplan LLP

Fed Vice Chair Resigns in Wake of Trading Scandal

Robins Kaplan LLP on

Fed Vice Chair Richard Clarida is heading to the door earlier than planned in what appears to be continuing fallout from 2020 trades he made “as the central bank was poised to rescue financial markets.” Clarida corrected his...more

White & Case LLP

Ahead of the pack: US M&A 2019: Key dealmaking decisions from Delaware and New York

White & Case LLP on

We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more

BCLP

Buyer’s Purchase or Seller’s Privilege? Attorney-Client Communications in the Post-Sale Context

BCLP on

Litigators are familiar with the attorney-client privilege as the focus of many discovery disputes, but transactional lawyers increasingly recognize the privilege as an asset that may or may not be part of the bargain in a...more

McGuireWoods LLP

NY Appellate Division Affirms Seller Retains Privilege for Certain Pre-acquisition Communications

McGuireWoods LLP on

On Nov. 27, 2019, the New York Appellate Division for the Second Department affirmed New York’s longstanding rule that the attorney-client privilege regarding pre-acquisition or pre-merger communications about the transaction...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

Latham & Watkins LLP

Protect Your Antitrust Privilege — Why M&A Dealmakers Must Take a Strategic Approach to Privilege

Latham & Watkins LLP on

Companies must mitigate risks to antitrust privilege posed by cross-border megadeals and increased regulatory demand for documentation. A strong M&A market has driven a high volume of megadeals across the globe in recent...more

White & Case LLP

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

White & Case LLP on

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

White and Williams LLP

Delaware Chancery Court Addresses the Seller’s Preservation of Privilege Post-Closing

White and Williams LLP on

Preserving privilege with respect to pre-closing communications between a selling corporation’s counsel and its management is an important negotiation point in many transactions, so that the seller can prevent the buyer from...more

Akin Gump Strauss Hauer & Feld LLP

Preserving Privilege Post-Merger

The Delaware Court of Chancery recently upheld a provision in a merger agreement that prevented the buyer from using privileged emails between the seller and its attorneys in post-closing litigation. The decision, in...more

Sheppard Mullin Richter & Hampton LLP

Delaware Chancery Court Provides Useful Guidance for Protecting Pre-Merger Privileges in Post-Closing Litigation Between Buyers...

In Shareholder Representative Services LLC v. RSI Holdco, LLC, No. 2018-0517-KSJM, 2019 WL 2290916 (Del. Ch. May 29, 2019), the Delaware Court of Chancery reaffirmed that a target company may protect its pre-merger privileged...more

Wilson Sonsini Goodrich & Rosati

Delaware Court Addresses Treatment of Sellers' Attorney-Client Privilege in Merger

Last week, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery issued a decision, Shareholder Representative Services LLC v. RSI Holdco, LLC, addressing when a selling company's attorney-client privilege...more

A&O Shearman

Delaware Court Of Chancery Holds Merger Agreement Preserved Sellers' Ability To Assert Privilege Over Pre-Merger Attorney-Client...

A&O Shearman on

On May 29, 2019, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery ruled that plaintiff Shareholder Representative Services LLC (“Shareholder Representative”) as the designated representative of Radixx...more

A&O Shearman

M&A Watch: Keep Your Hands Off My Privilege! Delaware Revisits Privileged Communications In Private M&A Transactions

A&O Shearman on

In Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019), the Delaware Court of Chancery applied guidance from its earlier ruling in Great Hill Equity Partners IV, LP v....more

Pillsbury Winthrop Shaw Pittman LLP

PetSmart Tells PE Firms to GetSmart on Privilege

How PE firms can minimize attorney-client privilege risks after Argos Holdings Inc. and PetSmart Inc. v. Wilmington Trust N.A. PE firms face a variety of litigation and deal-related attorney-client privilege challenges...more

Akin Gump Strauss Hauer & Feld LLP

Dual-Purpose, Patent Analysis Documents Found Immune from Discovery under Work Product Doctrine

In Limestone Memory Systems LLC v. Micron Technology, Inc. et al., the Discovery Master ruled that, under 9th Circuit law, pre-suit, patent analysis documents qualified for immunity from discovery under the work product...more

Mintz - Intellectual Property Viewpoints

When Is Pre-Acquisition Analysis of Patents Protected from Discovery During Litigation?

A Discovery Master in Limestone Memory Systems LLC v. Micron Tech., Inc. pending in the Central District of California recently provided additional guidance to practitioners and patent owners on this important question. The...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2018 and August 2018.... US Supreme Court - Supreme Court Holds That SEC Administrative Law Judges...more

McDermott Will & Emery

Corporate Law & Governance Update - June 2018

McDermott Will & Emery on

Executive Compensation Recoupment - The most recent development in the prominent University of Louisville Foundation controversy is the release of an independent analysis suggesting that its senior executive leadership was...more

K&L Gates LLP

Maximizing Efficiency, Minimizing Risk: Understanding the Common Interest Doctrine

K&L Gates LLP on

The common interest doctrine provides that, if two or more separately represented entities with a common legal, factual, or strategic interest exchange information with each other and their respective lawyers, a communication...more

McGuireWoods LLP

Court Addresses Waiver Implications of a Target's Due Diligence Disclosures to its Ultimate Acquirer

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Acquiring companies predictably seek information from their acquisition targets, such as descriptions of the targets' ongoing litigation. During their due diligence, the acquirer may demand the target's documents or...more

Morrison & Foerster LLP

New York Court of Appeals Rejects More General Application of Common-Interest Privilege in M&A Settings

New York’s highest court has rejected an attempt to expand the state’s common-interest doctrine, and reinstated the New York rule that the doctrine only applies in the context of actual or threatened litigation. Citing the...more

Cooley LLP

Blog: Private Market Trends Snapshot 2016

Cooley LLP on

M&A deal terms will almost always vary based on the specific context of the transaction, including the deal price, structure and each party’s negotiating leverage. Although no amount of data can replace context-specific...more

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