News & Analysis as of

Merger Agreements

California Judge Troubled By Trulia Refuses To Approve Settlement

by Allen Matkins on

Kevin LaCroix recently tackled the question Is Deal Litigation in Delaware Done? According to Kevin, “deal litigation has been shifting from Delaware Chancery Court to courts in other states and to federal courts”. He...more

Is the Commission Starting to Take a Tough Stance on the Enforcement of Merger Procedure?

by Shearman & Sterling LLP on

When a transaction meets the thresholds of the EU Merger Regulation, companies must notify and obtain clearance from the European Commission before implementing the transaction.[1] This means that until clearance is obtained,...more

Delaware Chancery Court Holds That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand

by Shearman & Sterling LLP on

On May 15, 2017, Vice Chancellor Sam Glasscock III of the Delaware Chancery Court dismissed a shareholder derivative action asserting that the directors of The Williams Companies, Inc. (“Williams”) breached their duty of...more

Warranty and Indemnity Insurance: Practical Pointers

by Latham & Watkins LLP on

Warranty and Indemnity (W&I) insurance, which seeks to bridge the gap between a buyer’s wish for deal protection and a seller’s desire for a clean exit, has become a common product in European M&A transactions. In our view,...more

Energy Transfer, Williams, and the Circular Ownership of Stock

It is unheard of for a deal to die at the closing table because lawyers cannot deliver a required opinion regarding a transaction that they structured and negotiated. Yet, this is exactly what happened last year when two...more

D.C. Circuit Affirms Decision Enjoining Anthem-Cigna Merger; Will the Supreme Court Weigh In?

UPDATE: On May 11, 2017, the Delaware Chancery court denied Anthem’s motion for preliminary injunction to prevent Cigna from withdrawing from the proposed merger, citing Anthem’s slim chance of success and the adequacy of...more

Delaware Chancery Court Dismisses Breach Of Fiduciary Duty Claims By Minority Stockholder Of Subsidiary In Relation To Acquisition...

by Shearman & Sterling LLP on

On May 2, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed a purportedly derivative and putative class action brought by a minority stockholder of software company VMware, Inc. (“VMware”), a subsidiary...more

M&A Global Intelligence Series: Pricing Mechanisms

by DLA Piper on

In any M&A transaction, one of the fundamental matters to be agreed by the parties (usually at an early stage) is what approach will be used to calculate the purchase price, including whether or not there will be any...more

Delaware Chancery Court Holds That Former Stockholders Lack Post-Merger Standing To Bring Mismanagement Claims

by Shearman & Sterling LLP on

On May 4, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed for lack of post-merger standing an action by former stockholders of Massey Energy Company (“Massey”) against its former officers and...more

Funds Talk: May 2017 - The ‘Commercially Reasonable Efforts’ Standard as Defined by the Delaware Supreme Court

In its recent decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court offered guidance on the interpretation of the “commercially reasonable efforts” standard in a merger...more

Practical Guidance on Merger Conditions from Williams v. Energy Transfer Equity

by Ropes & Gray LLP on

The Delaware Supreme Court’s recent 4-1 decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., which affirmed the Delaware Court of Chancery’s decision to allow a public company merger to be terminated...more

EU Retail News - April 2017

by Bryan Cave on

Considering a Retail Merger? The UK Competition and Markets Authority ("CMA") has published new commentary to inform companies on how it assess retail mergers. ...more

Debt Dialogue: April 2017 - The ‘Commercially Reasonable Efforts’ Standard as Defined by the Delaware Supreme Court

In its recent decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court offered guidance on the interpretation of the “commercially reasonable efforts” standard in a merger...more

Notable Delaware Decisions: First Quarter 2017

by BakerHostetler on

The Delaware Chancery Court and Delaware Supreme Court were busy during the first quarter of 2017, handing down decisions touching on: Required disclosure in a variety of settings – for standard-of-review “cleansing”...more

Second Circuit Affirms Dismissal Of Shareholder Suit, Finding Subject Matter Jurisdiction Was Properly Exercised, Equity Dilution...

by Shearman & Sterling LLP on

On April 26, 2017, the United States Court of Appeals for the Second Circuit affirmed the dismissal of a lawsuit brought by a shareholder of Star Bulk Carriers Corp. (“Star Bulk”) against its directors and entities affiliated...more

The Delaware Chancery Court’s Columbia Pipeline and Saba Software Decisions: Lessons beyond Corwin

Two recent decisions from the Delaware Court of Chancery faithfully apply the Delaware Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC. No surprise there. Corwin held that when “a transaction not subject to...more

Considering a Retail Merger?

by Bryan Cave on

The UK Competition and Markets Authority (“CMA”) has published new commentary to inform companies on how it assess retail mergers. The commentary should be read by any retailer considering merging with a competitor in the UK....more

Corwin Stops Litigation Where Deal Protection Measures are not Preclusive

In Re Paramount Gold And Silver Corp. Stockholders Litigation examines the interaction of Corwin, Unocal and deal protection measures. At issue was a Merger Agreement which provided for Coeur Mining, Inc. to acquire all of...more

Delaware Chancery Court Applies Corwin To Dismiss Post-Merger Fiduciary Duty Claim After Finding A Royalty Agreement Did Not...

by Shearman & Sterling LLP on

On April 13, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder derivative suit alleging a breach of fiduciary duty against the directors of Paramount Gold and Silver Corp....more

SRS vs. Gilead Sciences: Delaware Chancery Court finding that "indication" means "disease" allows Gilead not to make $50M...

by King & Spalding on

In Shareholder Representative Services (SRS) vs. Gilead Sciences et al., an opinion issued on March 15, 2017, the Chancery Court of the State of Delaware found that the term “indication” means “disease” for purposes of a $50M...more

The $100 Million Question is Answered With Extrinsic Evidence, Not Contra Proferentem

by Murtha Cullina on

Last October, we reported on the issues at stake in Gold v. Rowland, the class action that claims that Connecticut state employees were members entitled to shares of stock when their insurer, Anthem, demutualized in 2001. The...more

Blog: When Approval for a Drug “Indication” Gets Murky: Drafting Milestones to Avoid Disputes

by Cooley LLP on

According to a recent study by SRS of recent private life sciences deals, disputes over earn-outs arose in about one-third (36%) of all milestones that were expected to be hit by September 2016. While most disputes were not...more

Court Gives Great Weight to Pre-Merger Negotiations in Interpreting an Ambiguous Contract

by Morris James LLP on

Contract interpretation is a staple of litigation in the Delaware Court of Chancery. Disputes over the meaning of commercial contracts, foundational documents such as certificates of incorporation or bylaws or agreements...more

Delaware Supreme Court Determines "Reasonable Best Efforts" Provisions Impose Affirmative Obligations, But Affirms Chancery...

by Shearman & Sterling LLP on

On March 23, 2017, the Supreme Court of Delaware affirmed the Court of Chancery’s denial of an injunction sought by plaintiff The Williams Companies, Inc. to prevent defendant Energy Transfer Equity, L.P. from terminating a...more

US Board of Governors of the Federal Reserve System Raises Asset Threshold for Bank Mergers

by Shearman & Sterling LLP on

The US Board of Governors of the Federal Reserve System announced that it was raising the asset threshold for bank mergers that it considers unlikely to pose systemic...more

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