News & Analysis as of

Short-Form Mergers

Pleading Failures Doom Disclosure Claims in Short-Form Merger Case

by McCarter & English, LLP on

Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital...more

Fractions And Squeeze Outs

by Allen Matkins on

The last two posts have discussed what a corporation may do with fractions of shares. I entitled the first of these posts “Breaking Up Is Not Hard To Do – Fractions, Scrip And Scrippage” in partial reference to the song by...more

Court Of Chancery Explains Limits On Stockholder Challenges To Short-Form Mergers

by Morris James LLP on

It is well understood that minority stockholders have limited rights to object to a short-form merger under Delaware law. This decision affirms that minority stockholders cannot challenge the merger on fairness grounds...more

"Sanctions in Takeover Situations: Navigating Regulatory Hurdles"

The U.S. government frequently uses sanctions as a key tool in pursuing its foreign policy agenda. As a result, transactions involving sanctioned individuals and entities (Sanctioned Persons) are often prohibited. The...more

"Amendments to Delaware General Corporation Law Signed Into Law"

On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more

"Proposed Delaware General Corporation Law Amendments Would Address Appraisal Proceedings, Short-Form Mergers, Court of Chancery...

On March 16, 2016, the Corporation Law Council of the Delaware State Bar Association announced proposed amendments to the Delaware General Corporation Law (DGCL) intended to address appraisal proceedings, Section 251(h)...more

2015 Guide to Acquiring US Public Companies

by Latham & Watkins LLP on

This guide summarizes certain important considerations for acquiring a publicly traded US-based target corporation through a negotiated (i.e. “non-hostile”) tender offer, exchange offer or merger. US public companies are...more

Court Of Appeal Says Legislature Was “willing to tolerate some dead cats to keep management honest.”

by Allen Matkins on

Chapter 13 of the California General Corporation Law establishes the rights of “dissenting shareholders” (defined in Section 1300(c)) to demand payment of cash for their shares in reorganizations and short-form merger...more

Delaware Corporation Law Amended to Eliminate Need for Stockholder Approval of Back-End Merger following Successful Tender Offer

by Foley Hoag LLP on

Recent amendments to the Delaware General Corporation Law (DGCL) include a new subsection that will, in many cases, eliminate the need to obtain stockholder approval of a back-end merger following a successful tender offer,...more

Amendments to the North Carolina Business Corporation Act | What You Need to Know

by Smith Anderson on

The North Carolina General Assembly recently approved a number of significant changes to the North Carolina Business Corporation Act (“NCBCA”) which the governor signed into law on June 19, 2013....more

"Amendments to Delaware General Corporation Law to Facilitate Short-Form Mergers in Two-Step Transactions"

On August 1, 2013, new Section 251(h) of the Delaware General Corporation Law (the DGCL) becomes effective, which will allow consummation of second-step mergers without stockholder approval following a tender or exchange...more

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