Buy-Out Agreements

News & Analysis as of

Swomley v. Schlecht, C.A. No. 9355-VCL (Del. Ch. Mar. 12, 2015) (Laster, V.C.)

In this letter opinion, the Court of Chancery declined to enter a form of stipulated order that proposed providing notice to purported class members and a hearing on plaintiffs’ motion for attorneys’ fees and expenses prior...more

Delaware Court of Chancery Rejects Share-Tracing Standing Requirement for Appraisal Petitioners

The Delaware Court of Chancery issued companion opinions clarifying Delaware’s standing requirements for appraisal petitions under 8 Del. C. § 262. In In re Appraisal of Ancestry.com, Inc., C.A. No. 8173-VGC, 2015 WL 66825...more

Does Your Employee Incentive Plan Create an Early Pay-Out and Exit for Key Employees at the Owners’ Expense?

Business owners have at their disposal a variety of employee incentive compensation tools to attract and retain talent. In terms of employee incentive plan design, business owners work to strike a balance between...more

In re Family Dollar Stores, Inc.: No Revlon Duty to Seek Better Terms From Competing Bidder

Last month, in In re: Family Dollar Stores, Inc. Stockholder Litigation, a Delaware Chancery judge rejected the efforts of certain shareholders of Family Dollar Stores, Inc., to prevent Family Tree’s shareholders from voting...more

Expedited Proceedings Denied Where Harm Is Only Speculative

The Delaware Chancery Court recently denied a shareholder’s motion to expedite proceedings to enjoin a company buyout, finding that the shareholder failed to show that any threatened harm from the buyout was imminent,...more

Midstream MLP Merger Mania Maintains Momentum

The market’s notable uptick in MLP-to-MLP M&A activity, often preceded by an acquisition of the target MLP’s general partner, follows a trend we recently identified. At least five MLP M&A transactions have been...more

Texas Supreme Court's Recent Shareholder Oppression Opinions Reaffirm Primacy of Common Law Fiduciary Duties Under Gearhart

In three recent cases, the Texas Supreme Court has made it clear that for claims of "minority shareholder oppression" — essentially, acts of a majority shareholder group that are harmful to a minority shareholder without...more

But What About The Company?

For many married couples in California and other community property states, a closely-held business is the most valuable community asset. And whether or not they’re in a community property state, both spouses may be active...more

Seventh Circuit Reverses Summary Judgment in Case Applying ERISA’s Statute of Limitations

A Seventh Circuit panel declined to apply ERISA’s three-year statute of limitations to bar fiduciary claims in a case arising out of a buy-out transaction involving an employee stock ownership plan. The court held that the...more

Study of the European Parliament on the Protection of Creator's Rights in a Changing Environment

Copyright law is lagging behind reality due to the interminable development in the field of modern technology. This widespread prejudice is confirmed by a study recently released on behalf of the European Parliament (the...more

Hot Fraud and Abuse Issues for Ambulatory Surgery Centers: An Advanced Interactive Discussion

In This Presentation: • How To Redeem Physician Owners, And Under What Terms? • How To Minimize Legal/Regulatory Risk When All “Safe Harbor” Requirements Are Not Being Followed? • Structuring Anesthesia Arrangements...more

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