Standstill Agreements

ARB Says Equitable Modification of SOX Statute of Limitations Saves Untimely Complaint

by Allana Grinshteyn, Harris M. Mufson, Steven J. Pearlman | Proskauer - Whistleblowing & Retaliation on 4/12/2013

On March 29, 2013, the Department of Labor’s Administrative Review Board (“ARB”) ruled that a “standstill” agreement between an employer and employee that required both parties to provide notice before initiating legal...more

The Ropes Recap: Mergers & Acquisitions Law News

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

In re BioClinica, Inc. Shareholder Litigation

by Enrico Granata | Morrison & Foerster LLP on 3/19/2013

In In re BioClinica, Inc. Shareholder Litigation, the Delaware Court of Chancery in a memorandum opinion on a motion to expedite examined the cumulative effect of deal protection devices to determine whether they should have...more

"Don't Ask, Don't Waive" Standstill Provisions: Impermissible Limitation on Director Fiduciary Obligations or Legitimate,...

by David DiDonato, Janine Salomone, Peter Walsh | Potter Anderson & Corroon LLP on 2/5/2013

Under Revlon and its progeny, directors of Delaware corporations have a duty to take reasonable steps to ensure that stockholders receive the highest price reasonably available in a sale of the company. One way that target...more

“Don’t Ask, Don’t Waive” Standstill Provisions and the Board’s Duty to Stay Informed

by Medard Fischer, Marc Kushner, Emmanuel Pressman | Osler, Hoskin & Harcourt LLP on 1/30/2013

A trio of Delaware Court of Chancery rulings in 2012 have re-emphasized a target board’s duty to stay informed of material information throughout all stages of a transaction and have highlighted possible tensions between...more

Delaware Court Provides Further Guidance on Enforceability of “Don’t Ask, Don’t Waive” Standstills

by Morrison & Foerster LLP on 1/18/2013

On November 27, 2012, a bench ruling by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery in In re Complete Genomics, Inc. Shareholder Litigation enjoined the enforcement of a “Don’t Ask, Don’t Waive”...more

Delaware Court Of Chancery Clarifies The Enforceability Of ‘Don’t Ask, Don’t Waive’ Provisions In Standstill Agreements

by Christopher Chuff, Matthew Greenberg | Pepper Hamilton LLP on 1/11/2013

On December 17, 2012, in In re Ancestry.com Inc. S’holder Litig., C.A. No. 7988-VS (Del. Ch. Dec. 17, 2012), the Delaware Court of Chancery issued a bench ruling addressing a recent decision enjoining enforcement of a “Don’t...more

Delaware Chancery Court: “Don’t Ask, Don’t Waive” Standstill Agreements can Breach Board’s Fiduciary Duties

by Ropes & Gray LLP on 1/9/2013

We reported in the recent Ropes Recap quarterly M&A newsletter about a bench ruling by Delaware Vice Chancellor Laster calling into question the enforceability of M&A standstill agreements that prohibit bidders from...more

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