News & Analysis as of

Stock Purchase Agreement

Global Private Equity Newsletter - Spring 2017 Edition: Like Bigfoot, a Clear and Settled Definition of “Consequential Damages”...

by Dechert LLP on

A recent decision from the Delaware Chancery Court adds a twenty-first century interpretation to the common law doctrine of consequential damages which has roots reaching back to English contract law. This decision highlights...more

First Department Opens the Door a Bit Wider to “Disclosure-Only” Settlement Agreements in Class Action Cases

by Dorsey & Whitney LLP on

On February 2, 2017, the New York Supreme Court, Appellate Division, First Department, approved a “disclosure-only” settlement agreement in Gordon v. Verizon Communications, Inc., 2017 N.Y. App. Div. LEXIS 740 (1st Dep’t Feb....more

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

by McCarter & English, LLP on

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

Sole Owners of Close Corporation and LLC Discover They're Not So Sole

by Farrell Fritz, P.C. on

What makes a shareholder a shareholder? What makes an LLC member a member? The simplicity of the questions belies the difficulties and endlessly unique fact patterns encountered in case after case involving close...more

Road Map to Europe II - Bridging the Documentation Gap Between the US and Europe in Venture Capital Transactions

It's a common issue: a US venture capitalist and a European company agree on the commercial terms of an investment transaction and think that the hard work is done but quickly find themselves at an impasse over the way the...more

Merger does not invalidate noncompete, nonsolicitation covenants

by Kirton McConkie PC on

When corporate mergers and acquisitions take place, the parties frequently ask, “What is the effect on the acquired company’s contracts?” That was the issue in a case involving noncompetition and nonsolicitation covenants in...more

ZAG-S&W Provides U.S. Legal Advice to Medigus Ltd. in Offering of ADSs

by Sullivan & Worcester on

A ZAG-S&W Team served as U.S. counsel to Medigus Ltd. (NASDAQ: MDGS) (TASE: MDGS), a medical device company developing minimally invasive endosurgical tools and a leader in direct visualization technology, in definitive...more

This Case Caused Me To Take Stock

by Allen Matkins on

I recently came across Fukuda v. Nethercott, 2016 U.S. Dist. LEXIS 92462 (D. Utah, July 15, 2016). The case involved claims by the plaintiff that the defendants had sold him securities in violation of the registration...more

Anatomy of a Term Sheet: Series A Financing (Q2 2016)

by McCarter & English, LLP on

A key milestone in the lifecycle of many successful companies (and, admittedly, many unsuccessful companies) is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors...more

Appellate Court Notes

by Pullman & Comley, LLC on

AC36912 - Whitney v. J.M. Scott Associates, Inc. Plaintiff entered into an employment and stock purchase agreement with the owner of the company, that provided if he were terminated without cause before the end of five...more

Small Business Investors Can Save Big with New IRS Code Amendments

by Polsinelli on

Recent amendments to the Internal Revenue Code of 1986 (the Code) have significantly expanded the opportunity for tax savings under Section 1202. Section 1202, which was originally added to the Code in 1993, provides relief...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

Fifth Circuit Decision Includes Important Holdings for ESOP Fiduciaries

by Holland & Knight LLP on

The U.S. Court of Appeals for the Fifth Circuit affirmed on May 3, 2016, the holdings of the U.S. District Court for the Southern District of Mississippi on numerous issues involving the sale of closely held stock from a...more

2015 Georgia Corporation and Business Organization Case Law Developments

by Bryan Cave on

This survey covers the legal principles governing Georgia businesses, their management and ownership. It catalogs decisions ruling on issues of corporate, limited liability company and partnership law, as well as transactions...more

Is the Safe Harbor of 11 U.S.C. § 546(e) Bigger Than You Thought?

by Varnum LLP on

The Bankruptcy Court in the Eastern District of Michigan recently issued an opinion and granted summary judgment for the defendants in Buchwald Capital Advisors vs. Papas, et. al., Adversary Proceeding No. 10-05712 (In re...more

Anatomy of a Term Sheet: Series A Financing

by McCarter & English, LLP on

A key milestone in the lifecycle of many successful companies (and, admittedly, many unsuccessful companies) is obtaining financing from angel or venture capital investors, but in negotiating with experienced investors...more

Arbitration Provision Which Completely Prohibited Any Discovery Enforced By NC Business court.

by Brooks Pierce on

I don't draft arbitration provisions in agreements, but if I did I would not draft one like the one in Taggart v. Physicians Pharmacy Alliance, Inc. Not because it turned out to be unenforceable, but because it was found to...more

Relief from sanction: no relief from the Supreme Court

by Dentons on

Since 2013 when the relevant court rules were amended, it has become significantly more difficult to obtain relief from sanction imposed for breach of a court rule, practice direction or court order. It is rare for what...more

Preservation of Option to Pursue Claim Not Threatened Action

by Morris James LLP on

Buyers and sellers and their counsel allocate risk in stock purchase or merger agreements. A buyer, for example, may not be willing to close if there is threatened regulatory action affecting an asset or liability it is...more

Delaware Court of Chancery Holds Anti-Reliance Clause May Bar Fraud Claims Premised on Representations Outside of Agreement

by Ballard Spahr LLP on

Delaware's Chancery Court rejected a buyer's fraud claims premised on misrepresentations and omissions other than the statements the contract identified as the seller's "sole and exclusive representations" in a recent...more

Court Of Chancery Explains Anti-Reliance Clause

by Morris James LLP on

This is an important decision because it explains so well the effect of an anti-reliance clause in the agreement for the sale of a business. The clause will bar fraud claims based on misrepresentations outside the terms of...more

OMNICARE and its Implications

In the spring of this year, the Supreme Court issued its long-awaited decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, 135 S.Ct. 1318 (2015), resolving a circuit split regarding the...more

What's Market? Update: Delaware Corporate and M&A

by Goulston & Storrs PC on

Fee Shifting and Forum Selection Clauses - Much attention has been paid to Delaware legislative developments regarding fee shifting and forum selection clauses. On June 24, 2015, Delaware Governor Jack Markell signed...more

UK Corporate Briefing - Issue 3 - Autumn 2015

by Dentons on

Welcome to the latest edition of Dentons' UK Corporate Briefing, a quarterly summary of the most significant recent and forthcoming developments in company law and corporate finance regulation in the UK. Please see full...more

FTC Continues Aggressive Enforcement of HSR Act, Levies $656,000 Fine Against Investor

by Ropes & Gray LLP on

Investor Len Blavatnik has agreed to pay $656,000 to resolve allegations that he violated the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) by failing to obtain clearance prior to acquiring voting...more

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