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Merger Agreements Solicitation

Morris James LLP

Del. Justices Reverse Injunction Halting Sale of Control Transaction

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When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as Revlon duties, may be fulfilled as long...more

Orrick, Herrington & Sutcliffe LLP

Delaware Supreme Court Holds That Revlon Does Not Require An Active Market Check, Reverses Lower Court Order Preliminarily...

On December 19, 2014, the Supreme Court of Delaware reversed the Delaware Court of Chancery's November decision to preliminarily enjoin for 30 days a vote by C&J Energy Services stockholders on a merger with Nabors Red Lion...more

Bracewell LLP

Delaware Supreme Court Reverses Injunction Requiring Thirty Day Go-Shop

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In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's entry of a preliminary injunction that enjoined C&J Energy Services, Inc. ("C&J") from holding a stockholder vote on its proposed merger with...more

Morrison & Foerster LLP

Delaware Supreme Court Endorses Change of Control Subject Only to a Post-Signing Passive “Market Check” and Overturns Chancery...

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On December 19, the Delaware Supreme Court overturned a Delaware Chancery Court decision that imposed a mandatory obligation on a target company to solicit alternative transactions for 30 days despite a prohibition against...more

Foley & Lardner LLP

Delaware Supreme Court Reverses Order Enjoining Stockholder Vote and Requiring Company to Solicit Alternative Proposals

Foley & Lardner LLP on

On December 19, 2014, the Delaware Supreme Court reversed an injunctive order issued by the Court of Chancery temporarily enjoining a stockholder vote on the merger of C&J Energy Services, Inc. (C&J) with a subsidiary of...more

Wilson Sonsini Goodrich & Rosati

New Delaware Decisions Provide Strong Support for Independent Board Decisions in the Sale of a Company

On December 19, 2014, the Delaware Supreme Court, in C&J Energy Services, Inc. v. City of Miami General Employees' & Sanitation Employees' Retirement Trust, issued a strongly worded decision refusing to enjoin a change of...more

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