News & Analysis as of

Buyouts

Minority Shareholder Oppression Damages in New Jersey: More Than Just a Buyout?

As I have said many times in this blog, when minority shareholder oppression occurs, the most likely remedy is a buyout. In other words, courts in New Jersey have the power to compel the majority shareholder to pay “fair...more

Aim Carefully Before Pulling Trigger on Shotgun Buy-Sell Agreement

by Farrell Fritz, P.C. on

At least on paper, shotgun provisions in shareholder and operating agreements provide an elegant and efficient buy-out solution when business owners can’t get along and need a divorce. In a two-owner company, the one who...more

Will New Spanish Dividend Rules Cause Pain for Private Equity in Spain?

by Latham & Watkins LLP on

Recently effected reforms to Spanish dividend protections for minority shareholders should cause European dealmakers to review deal terms more closely in 2017. Outright acquisition of businesses is unusual in Spain, 83% of...more

Episode 8: Minority Oppression in the LLC: Interview With Professor Douglas Moll

by Farrell Fritz, P.C. on

The combination of majority rule and lack of exit rights leaves minority members of LLCs vulnerable to oppressive conduct by the majority, yet unlike legislation in most states giving dissolution and buy-out remedies to...more

U.S. Supreme Court Rules WARN Claimants/Workers Must Get Priority Over Other Unsecured Creditors In Bankruptcy

by Seyfarth Shaw LLP on

Seyfarth Synopsis: A bankruptcy court overseeing an employer’s Chapter 11 bankruptcy proceeding allowed the employer to pay certain unsecured creditors before paying Worker Adjustment And Retraining Notification Act (“WARN”)...more

Arbitral Award Settling Buyout Price In Diamond Business Dispute Affirmed Over Allegations Of Arbitrator Partiality

by Carlton Fields on

The arbitration award in a dispute between former joint venture partners in a series of international diamond businesses has been confirmed by the Southern District of New York. The decision resolved motions by Julius Klein...more

Episode 10: The Marketability Discount Revisited: Interview with Greg Barber

by Farrell Fritz, P.C. on

The marketability discount as applied in New York fair value proceedings remains a hot topic in business valuation and legal circles. In this episode, I interview business appraiser Greg Barber of Barber Analytics who...more

How An Employee/Shareholder Can Protect Oneself Against Oppression

Because termination of one’s employment does not necessarily equate to shareholder oppression under New Jersey law, as seen in my last post, it is often a good idea to take proactive measures to inoculate yourself against a...more

Singapore Court Rules on Buyout Provisions Under the Companies Act

by Morgan Lewis on

The seminal ruling dictates when a buyout order under the new Section 254(2A) may be made as an alternative remedy to a winding up order....more

A Sharpening of the Pensions Regulator's Claws

by White & Case LLP on

The Pensions Regulator ("TPR") has wide-ranging statutory powers to intervene in the running of work-based pension schemes. The most prominent of these are the so-called "moral hazard powers". To date, TPR has used these...more

Some Pitfalls of Negotiating Your Own Buyout in a Business Divorce

More and more shareholder dispute litigations are settling earlier than ever before, which is obviously a good thing for anyone who does not want to pay a fortune in legal fees (i.e., everyone). The reason is simple – in all...more

Court Addresses “Fair Value” Determination In Statutory Buyout Proceeding

by Allen Matkins on

When when a shareholder sues for involuntary dissolution, the corporation, or the holders of 50% or more of the voting power of the corporation, may avoid the dissolution by purchasing for cash the plaintiff’s shares at their...more

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

by King & Spalding on

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

Developments in Unitranche Financing (2016)

by Morrison & Foerster LLP on

The increasing use of unitranche financing, both domestically and abroad, has created new opportunities for middle market loan participants. However, lenders must understand the legal issues and potential bankruptcy risks...more

Private Briefing: The Appeal of Secondary Buyouts

Greenberg Glusker partner Andrew Apfelberg was quoted in a July 22, 2016 article about sponsor to sponsor asset sales published in The Deal. The article addressed arguments for secondary sales of assets and specifically,...more

Pension Fund Health-Check Required

by Latham & Watkins LLP on

The recent furore over the collapse of high street retailer BHS has caused fierce debate over whether companies, or their ultimate owners, are responsible for the upkeep of a pension plan. For private equity, the debate has...more

Delaware Chancery Court Grants Appraisal Petition After Finding Dell MBO Transaction Provided Stockholders Less Than Fair Value

by Shearman & Sterling LLP on

Vice Chancellor Laster of the Delaware Chancery Court recently issued an important opinion in In Re: Appraisal of Dell Inc.C.A. No. 9322-VCL (May 31, 2016), holding that merger consideration offered to Dell, Inc’s common...more

Your daily dose of financial news The Brief – 6.8.16

by Robins Kaplan LLP on

Despite Tribune Publishing’s (wait, wait, is that tronc now?) best efforts to play defense, Gannett is not backing down from its unsolicited offer to acquire the publisher...more

Appraisal Risk Back In The Spotlight After Dell

by White & Case LLP on

The Delaware Court of Chancery (the "Court") recently ruled that the fair value of Dell Inc. shares at the time of the 2013 US$24.9 billion buyout of Dell Inc. by CEO Michael Dell and Silver Lake Partners was US$17.62 per...more

Insights: The Delaware Edition - May 2016

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more

"Delaware Supreme Court Enhances Protections for Controlling Stockholder Buyouts"

In November 2015, the Delaware Supreme Court bolstered the protection afforded to majority or controlling stockholders seeking to buy out the minority, provided that the transaction is structured in accordance with the...more

New York High Court Adopts Delaware Rule in Go-Private Suits

by Bryan Cave on

New York’s highest court earlier this month adopted a more lenient standard for reviewing certain types of corporate transactions between companies and controlling shareholders, similar to that adopted two years ago by...more

New York High Court Holds Business Judgment Rule May Apply to Going-Private Mergers

by Dorsey & Whitney LLP on

On May 5, 2016, the New York Court of Appeals in Matter of Kenneth Cole Productions, Inc., Shareholder Litigation, 2016 WL 2350133 (N.Y. May 5, 2016) (Matter of Kenneth Cole), adopted the approach of the Supreme Court of...more

New York High Court Adopts Delaware's Deferential Business Judgment Review for Controlling Stockholder Buyouts

by Pierce Atwood LLP on

In re Kenneth Cole Productions, Inc. Shareholder Litigation - We previously reported on the Delaware Supreme Court’s landmark decision in Kahn v. M&F Worldwide Corp. (MFW) applying the deferential, defendant-friendly...more

Perils Of Negotiating Your Own Buyout

Some clients come in for a consultation with no desire to file an oppressed minority shareholder action. Instead, the goal is to have an attorney draft the papers necessary to accept an offer made by the other side to...more

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