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Leveraged Buyout Fiduciary Duty

Latham & Watkins LLP

The Latham & Watkins Take-Private Guide: An Overview of Acquiring a US Public Company

Latham & Watkins LLP on

This guide provides an overview of the processes, possible structures, and principal issues for consideration by an acquirer in connection with an acquisition of a publicly traded US company for cash (i.e., a “take-private”...more

Spilman Thomas & Battle, PLLC

Structured and Leveraged Buyout May Breach Fiduciary Obligations

Most mergers and acquisitions and bankruptcy practitioners are well aware of the ever-increasing use of leveraged buy-out ("LBO") by publicly traded companies and private equity groups alike in highly structured liquidation...more

Dechert LLP

Seventh Circuit: Section 546(e) Safe Harbor Does Not Shield From Avoidance Transfers Made Through Financial Institution Conduits

Dechert LLP on

In FTI Consulting, Inc. v. Merit Management Group, LP, the Seventh Circuit recently held that transfers are not protected under the safe harbor of section 546(e) of the U.S. Bankruptcy Code from fraudulent transfer and other...more

Morris James LLP

Dell Decision Grants Claimants Fair Value Award Above Merger Price

Morris James LLP on

Delaware law has long made clear that the price established for a company in a market transaction, while a relevant factor, does not necessarily equate to the fair value that shareholder claimants are entitled to receive in...more

Sheppard Mullin Richter & Hampton LLP

Delaware Chancery Court Rejects MBO Merger Price as Best Evidence of Fair Value in Appraisal Proceeding

In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more

Bracewell LLP

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

Bracewell LLP on

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Troutman Pepper

The 2013 Amendments to the Delaware General Corporation Law

Troutman Pepper on

Pepper partner Matthew Greenberg was interviewed by Jane Searle of The Deal about recent changes to Delaware law that will affect acquisitions of public companies, including the increased use of tender offers and trends...more

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