Merger Agreements

News & Analysis as of

2016/07/13 DAMITT Q2 2016 Update

Fast Facts - - Significant merger investigations during the first half of 2016 lasted 9.5 months on average—on par with CY2015, but more than 30 percent longer than from 2011 to 2013. - In the first half of 2016,...more

Tenders Have the Same Cleansing Effect as Stockholder Votes in Two-Step, Section 251(h) Deals

In In re Volcano Corp. Stockholder Litig., C.A. No. 10485-VCMR (Del. Ch. June 30, 2016), the Delaware Court of Chancery held that when a fully informed, uncoerced, disinterested majority in voting power of a target’s...more

ValueAct Settles for Record HSR Fine

Activist investor ValueAct Capital agreed to pay an $11 million fine and also agreed to injunctive relief to settle the DOJ’s allegations that it violated the HSR Act in connection with its acquisition of over $2.5 billion of...more

The Impact of Brexit on Global M&A: Perspectives from the UK, US and Europe

The British public voted to leave the European Union on Thursday 23 June. What happens next is far from certain. The implications for global M&A markets are, accordingly, equally far from certain. The volume of M&A...more

Your daily dose of financial news - The Brief – 7.11.16

A putative class action filed last week is accusing 25 prominent banks—including Deutsche Bank, Goldman Sachs, and Barclays—of “conspiring to rig the market for securities” sold by the US Treasury in their roles as primary...more

Court Of Chancery Explains Difficult Valuation Techniques

This decision deals with the always difficult world of what beta to use in a DCF valuation....more

2016 Amendments to the Delaware General Corporation Law

On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill No. 371, which makes a number of noteworthy changes to the Delaware General Corporation Law (“DGCL”). The most significant 2016 amendments to the...more

Chancery Declines to Require Buyer to Complete Merger Transaction

Parties who at the signing of a merger agreement are eager to close may have a change of heart if intervening adverse market conditions reduce or eliminate the economic benefits. Those changing market conditions often do...more

Your daily dose of financial news - The Brief – 7.6.16

How often are we going to be hearing about Brexit aftershocks? I’d expect you better get used to it. Today’s edition: two other real estate funds (these run by Aviva ad M&G) have joined Standard Life in freezing withdrawals...more

The Ever-Increasing Importance of the Shareholder Vote: Delaware Chancery Court Extends Corwin to Two-Step Mergers under DGCL §...

On June 30, 2016, the Delaware Chancery Court extended the Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), to two-step mergers under DGCL § 251(h). The Chancery Court concluded that...more

Successful Two-Step Tender Offer has the Same Revlon Cleansing Effect as a Stockholder Vote

The plaintiffs in In Re Volcano Corp. Stockholder Litigation were former public stockholders of a company that was acquired for $18 per share in an all-cash merger. Just five months prior, the target company had declined an...more

Lessons from LinkedIn: Privacy and Data Security Representations in the M&A Context

Microsoft’s blockbuster acquisition of LinkedIn earlier this month—a deal where concerns for privacy and data security loomed large—provides a glimpse into the growing trend of including separate privacy and data security...more

Energy Transfer May Terminate Merger Agreement Based on Lack of Tax Opinion

In a litigation involving one of the biggest M&A deals in 2015, the Delaware Court of Chancery ruled that it will not compel Energy Transfer Equity, L.P. to complete its proposed acquisition of The Williams Companies, Inc. It...more

Your daily dose of financial news - The Brief – 6.30.16

US banks made a strong showing in part 2 of the latest round of the Fed’s stress tests. Only Morgan Stanley didn’t pass unconditionally (concerns over the company’s “internal controls and processes” tripped it up), while the...more

Brexit Q&A: Business Implications

On Thursday 23 June 2016, the UK electorate voted to leave the European Union. While this vote was advisory in nature, we expect that ultimately the UK Government and Parliament will respect the outcome and serve notice to...more

Brexit: Impact on M&A transactions

M&A activity - In the shorter term, there may well be a slow down or delay in M&A activity as parties, including funders, assess the impact of the Brexit vote and the uncertainty around the immediate future and the...more

Brexit - What Now For Your Business

So, the UK has voted to leave the EU. Everyone has their own opinion and we've all seen the news reports and various viewpoints but what does this result mean for you in practical terms and where do we go from here? Here's...more

Your daily dose of financial news - The Brief – 6.28.16

Continuing Brexit coverage: With the pound in freefall and markets going haywire, leaders on both sides of the Brexit debate in the UK signaled today that Britain hopes to stay in the EU marketplace, while some in Parliament...more

New wave of putative class actions challenge cost of insurance charges

In recent months, life insurers across the country have faced a new onslaught of putative cost of insurance class actions. These cases bring novel theories but may also revive a decades-old jurisprudential debate over whether...more

CA Insurance Commissioner Urges U.S. Justice Department to Block Merger of Aetna and Humana

The proposed $37 billion merger of health insurance giants Aetna and Humana has faced several regulatory and antitrust hurdles since it was announced in July 2015. Aetna’s proposed acquisition of Humana also coincides with...more

What You Need to Know About Mergers and Acquisitions Involving Government Contractors and Their Suppliers

Volume VI —Organizational Conflicts of Interest: When the Whole Is Less Than the Sum of Its Parts - An organizational conflict of interest (“OCI”) arises when the performance of one contract undermines a contractor’s...more

Amendments to Delaware General Corporation Law Will Affect Appraisal Actions and “Intermediate-Form” Mergers

On June 16, 2016, Delaware Governor Jack Markell signed into law House Bill 371, which amends the Delaware General Corporation Law (DGCL) with respect to, among other things, appraisal proceedings and “intermediate-form”...more

Your daily dose of financial news - The Brief – 6.17.16

Dealbook’s Strategies feature reviews the Fed’s latest non-move and suggests that the current bind in which the Fed finds itself is—at least in part—a problem of its own making....more

M&A Update: New York Court of Appeals Rejects Extension of Common Interest Privilege to Merger Talks

On June 9, 2016, a divided New York Court of Appeals in a much-anticipated ruling held that the attorney-client privilege can only be maintained for communications involving third parties in situations where litigation is...more

CDX Holdings, Inc. v. Fox: Chancery Court’s Decision Is Affirmed, But Dissent Blasts Use of “Hindsight Bias” Analysis

On June 6, 2016, the Supreme Court of Delaware affirmed a decision of the Chancery Court finding that corporate directors and officers involved in a sales transaction breached a contract with option holders to fairly value...more

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