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Morris James LLP

Court of Chancery Explains When Market and Deal Price Are Not Fair Value In Appraisals

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Blueblade Capital Opportunities LLC v. Norcraft Cos. Inc., C.A. No. 11184-VCS (Del. Ch. July 27, 2018) - This is an important appraisal decision because it examines, post-Dell and DFC, when the market price and deal price...more

Morris James LLP

Court Of Chancery Adopts Market Price In Appraisal Valuation

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Verition Partners Master Fund Ltd. V. Aruba Networks Inc., C.A. 11448-VCL (February 15, 2018) - This appraisal case adopts the target’s market price as its fair value....more

Bass, Berry & Sims PLC

SEC Comment about “Affiliate” Stockholder in Public Float Calculation

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In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more

Alston & Bird

Identifying Basis

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Reg. Section 1.356-1(b) contains a surprising and sometimes overlooked rule: For purposes of computing the gain, if any, recognized pursuant to section 356 and paragraph (a)(1) of this section, to the extent the terms of...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Holds that Cancellation of Shares Through Merger Deprives Stockholder of Standing in Section 220 Action

In Weingarten v. Monster Worldwide, Inc., C.A. No. 12931-VCG, 2017 WL 752179 (Del. Ch. Feb. 27, 2017), the Delaware Court of Chancery (Glasscock, V.C.) clarified when a plaintiff has standing to vitiate inspection rights...more

McCarter & English, LLP

Delaware Law Updates—The Court of Chancery Deviates from Some Recent Appraisal Decisions and Gives “100 Percent Weight” to the...

In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more

Robins Kaplan LLP

Your Daily Dose of Financial News

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Merrill Lynch has already staked out the position in response to the DOL’s retirement account fiduciary duty rule that it would no longer offer commission-based IRAs to retirement savers. Yesterday, it effectively doubled...more

Stinson - Corporate & Securities Law Blog

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

Robins Kaplan LLP

Your daily dose of financial news - The Brief – 6.30.16

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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

Robins Kaplan LLP

Your daily dose of financial news The Brief – 5.17.16

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Gannet’s still after Tribune Publishing, and it’s upped its ante after Tribune “resoundingly rejected” early overtures – NYTimes... The Journal walks us through the fall of the Laplanche empire at Lending Club with a...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Chancery Court Finds Merger Price to be Most Persuasive Factor in Appraisal Action

In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived...more

Cadwalader, Wickersham & Taft LLP

Chancery Court Provides Lessons on Conflicts of Interest in a Sales Process – Holds Only Financial Advisor Open to Liability

In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Delaware Court Finds Dole Executives Personally Liable for Millions in Damages for Defrauding Stockholders in Buy-Out...

In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more

Morris James LLP

Court Of Chancery Again Accepts Merger Price In An Appraisal

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This decision is another in a line of recent appraisal cases where the Court of Chancery has relied on the merger price to set the “fair value” of the stock involved. ...more

Davis Wright Tremaine LLP

Delaware Formally Adopts Proposed Statutory Amendments Governing Mergers Following the Completion of a Tender Offer

The governor of Delaware recently signed into law previously proposed amendments to Section 251(h) of the Delaware General Corporation Law (“DGCL”), which make Section 251(h) more accessible to deal parties by...more

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