News & Analysis as of

Standstill Agreements

State aid: the former French financial support mechanism for solar radiative energy at risk

by White & Case LLP on

By an order dated 15 March 20171, the European Court of Justice (“ECJ”) rules on the compatibility with the European State aid rules of the Ministerial Orders of 10 July 2006 and of 12 January 2010 setting out the feed-in...more

Professional negligence - High Court grants summary judgment on limitation grounds

by Dentons on

In Capita ATL Pension Trustees Ltd and others v. Sedgwick Financial Services Ltd and others [2016] EWHC 214 (Ch) Mrs Justice Proudman, sitting in the Chancery Division of the High Court, granted the second defendant's...more

Fraud Claims Not Covered By Standstill Agreement

by Allen & Overy LLP on

A standstill agreement that postponed claims that a party "has or may have against the other" did not cover fraud claims. The old epithet "fraud unravels all", although too general and inexact a phrase to be taken simply at...more

Delaware Court Leaves Ousted Executive on His Own for Legal Fees

In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents...more

Many Activist Investors Keep Coming Back for More

by Morrison & Foerster LLP on

When activist investors strike, there’s often a sequel, even if a company has worked to address their concerns. Boards and managements are often tempted to consider a matter closed, once they have engaged with an...more

Confidentiality Agreements: How To Draft Them And What They Restrict

by Jackson Walker on

I. Confidentiality Agreements And Their Effects Are Evolving - A confidentiality agreement (also sometimes called a non-disclosure agreement or “NDA”) is typically the first stage for the due diligence process in a...more

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

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

by Ropes & Gray LLP on

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 Morrison & Foerster LLP on

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

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

by Morrison & Foerster LLP on

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 Pepper Hamilton LLP on

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

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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