News & Analysis as of

Work With Experienced Counsel To Navigate Buyout Negotiations

Layoffs are never something businesses like to do, but sometimes economic necessity dictates that a business reduce the costs associated with employees. Such is the case right now with global art auction house Sotheby’s. The...more

TIA publishes Remuneration Principles Update

TIA has published an update on its Principles of Remuneration for 2015. It highlights the changes, making it clear that members now expect long-term incentives should have a performance and holding period of at least five...more

Missouri District Court Joins the List: Unaccepted Rule 68 Offer Does Not Moot Claims

Yet another court has found that an unaccepted Rule 68 Offer of Judgment will not moot a putative class action, even where the offer purports to satisfy all of plaintiff’s demands. Plaintiffs sued in the Eastern District of...more

Venture Capital Coast to Coast – August 2015

Halftime 2015: On Pace to Match 2014? Venture capital activity for 2014 was a hard act to follow. But 2015 has not disappointed so far, with fundraising and investment continuing at an historic pace. A total of $20...more

Family Office Direct Investing in Private Equity Deals

For most family offices, engaging in direct investment PE deals really means finding the right partner, and the diligence required to find the right PE partner for direct deals is much more involved, and probably less of a...more

Domestic Partnership Agreements: The Home and Joint Expenses

Partners may acquire a home together, and they may contribute different amounts toward the purchase price. During their relationship, they may contribute different amounts toward improvements, the mortgage, insurance, and...more

First Case Under RULLCA Highlights Important New Remedy

Finally, there’s been a case that substantively interprets California’s new LLC law, RULLCA. The case highlights a key remedial feature that distinguishes RULLCA from its predecessor, and clears up statutory ambiguities...more

In re Carlisle Etcetera LLC, C.A. No. 10280-VCL (Del. Ch. Apr. 30, 2015) (Laster, V.C.)

In this opinion, the Court of Chancery granted in part and denied in part respondent’s motion to dismiss a petition to dissolve Carlisle Etcetera LLC (“Carlisle”). Notably, the Court recognized a cause of action for...more

Lazard Tech. Partners, LLC v. Qinetiq North America Operations LLC, No. 464,2014 (Del. Apr. 23, 2015) (Strine, C.J.)

In this appeal of a post-trial bench decision by the Court of Chancery, the Delaware Supreme Court affirmed the Court of Chancery’s finding that a buyer did not breach an earn-out provision in a merger agreement. The...more

Appellate Court Notes

- SC19116, SC19150 - Brennan v. Brennan Associates. - SC19116, SC19150 Dissent - Brennan v. Brennan Associates. In a prior appeal decision, the court upheld the judicial disassociation (forceful removal) of the...more

Court Sorts Out California RULLCA Transition Muddle

Monday, I wrote about Kennedy v. Kennedy, 2015 Cal. App. LEXIS 329 (Apr. 20, 2015).  That post discussed the Court of Appeal’s holding that under the General Corporation Law the dismissal of a cause of action for involuntary...more

Dismissal Of Involuntary Dissolution Action Pulls The Plug On Corporate Buy Out

Sometimes, shareholders are divided on whether a corporation should live or die. In these cases, the California Corporations Code provides an option that allows for the continued existence of a corporation. In any action...more

Ellis v. OTLP GP, LLC, C.A. No. 10495-VCN (Del. Ch. Jan. 30, 2015) (Noble, V.C.)

In this letter opinion, the Court of Chancery denied plaintiffs’ motion to expedite certain contractual claims arising from the sale of a limited partnership after finding that the claims were not colorable. Plaintiffs were...more

M&A Deals Continue To Be Challenged In Shareholder Litigation

The percentage of M&A deals challenged by shareholder suits remained largely constant last year while the number of suits filed against each deal declined slightly, according to a recent report by Cornerstone Research (here)....more

Delaware Independent Director Liability in Control Buyout Cases

The Delaware Supreme Court will address the standard for pleading that an independent director has breached fiduciary duties in connection with a controlling shareholder buyout. The issue was certified for interlocutory...more

“Appraisal Arbitrage” Receives Boost from Delaware Court of Chancery

An increasingly popular hedge fund strategy, commonly referred to as “appraisal arbitrage,” recently received a significant boost from the Delaware Court of Chancery. Appraisal arbitrage refers to the practice of buying...more

Financing the Business Buyout – Part II (Investors)

Last month, Part I on this topic discussed the problem facing a Remaining Spouse when the Departing Spouse rejects a buyout offer of a modest down payment and a long installment note: How to raise sufficient cash to avoid a...more

Is Interest Paid in a Divorce Buyout Deductible?

In my last article, I discussed this topic: If the divorce-related buyout of the Departing Spouse’s interest in a company will be paid in installments, what terms should the Departing Spouse request (and the Remaining Spouse...more

Back in the game: The rise of US M&A

US M&A is bouncing back - After a tough few years, acquisitions in the United States have seen a remarkable resurgence - The first half of 2014 saw a great dealmaking revival in the United States. Deal values...more

Regulating buyout financial leasing based on the credit model: Clarifications provided by the Plenum of the Russian Supreme...

This alert analyses key changes in the regulation of buyout financial leasing, as adopted by the Plenum of the Supreme Commercial Court of the Russian Federation (the “SSC”) in its Resolution No. 17, dated 14 March 2014, “On...more

The Texas Supreme Court Decision in Ritchie v. Rupe

On June 20, 2014, the Texas Supreme Court issued its opinion in Ritchie v. Rupe, 2014 Tex. LEXIS 500 (Tex. 2014). In Ritchie, a minority shareholder in a closely held corporation attempted to force the majority shareholders...more

Global Private Equity Outlook

In this report: - Introduction - Overview - Deal Process - Portfolio Strategies - Cross-Border Dealmaking - Exits - Fundraising - Conclusion - Private Equity...more

Update: Landmark Decision By Delaware's High Court Affirms Deferential Business Judgment Review For Controlling Stockholder...

Last summer, in our post titled Protecting Your Business Judgment: Recent Developments in Delaware Law on M&A Deals Involving Controlling Stockholders, we alerted you that two trial courts in the nation’s leading forum for...more

Financial Advisor Liable for Aiding and Abetting Buyout Target Board’s Breach of Fiduciary Duty

On March 7, the Delaware Court of Chancery published a post-trial opinion in In Re Rural Metro Corporation Stockholders Litigation (Rural Metro) finding Rural/Metro’s financial advisor RBC liable for aiding and abetting the...more

Attacking LBO Payouts as State Law Fraudulent Transfers

The United States Bankruptcy Court for the Southern District of New York (the “Court”) in Weisfelner v. Fund 1 (In Re Lyondell Chemical Co.), 2014 WL 118036 (Bankr. S.D.N.Y. Jan. 14, 2014) recently held that the safe harbor...more

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