Stock Purchase Agreement

News & Analysis as of

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

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

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

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

Delaware Supreme Court Addresses Novel Controlling-Stockholder Claim and Clarifies Effect of a Fully Informed, Uncoerced...

The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more

Basic Tax Issues in Mergers and Acquisitions

Mergers and acquisitions ("M&A") are complex, multilayered transactions with multiple moving parts and a healthy dose of negotiation. There are, however, common tax implications at play in most transactions of which...more

Sublicensee’s Purchase of Licensee Not Prohibited under the License Agreement - VDF FutureCeuticals, Inc. v. Stiefel Labs., Inc.

The U.S. Court of Appeals for the Seventh Circuit ruled that a sublicensee of patent and trademark rights that purchased its sublicensor in order to reduce the royalties it owned to the licensor was not prohibited from buying...more

Founders (Legal) Checklist

In prior posts, this blog has discussed some specific issues that affect your start-up, from incentive plans, to early IP protection and hiring your team. But the number of topics, and more importantly, the number of...more

Work With Experienced Attorney To Navigate Tax Issues With Stock Sales

In our last post, we began speaking about the recent Tesla Motors stock sale announcement. As we noted, the company is hoping that the move will help expand its business presence, a task that has been somewhat challenging....more

Third Party Successfully Challenges Arbitral Award

Introduction - In France, a procedure exists whereby a third party (X) affected by a judgement between two other parties (Y,Z), may challenge that judgement by way of third party action (tierce opposition), where that...more

Latest H-S-R Act Enforcement Is a Cautionary Tale for Minority Investors

Generally speaking, stock purchases which will cause an investor to hold more than $76.3 million of the target’s voting securities may require a pre-closing notification under the Hart-Scott-Rodino (“H-S-R”) Act. But there...more

Quantum Quarterly - Issue VII - 2nd Quarter 2015

An Interview with Brent C. Kaczmarek - Brent Kaczmarek is a Managing Director of Navigant Consulting Inc. and leads the firm’s International Arbitration group from its Washington D.C., office. Brent serves as an expert...more

Rep and Warranty Insurance in Canada: A Market-Driven Option for M&A Negotiations

Canadian M&A practitioners are increasingly using representation and warranty (R&W) insurance as a competitive tool in deal negotiations. The insurance, which provides coverage for breaches of a seller’s representations and...more

Impact of the Cigna Health Decision on the Use of the Merger Structure in Private Acquisitions

When buying a private company controlled by a private equity sponsor but with a substantial number of other shareholders, a common technique to avoid the need to obtain signatures from all the shareholders to a stock purchase...more

Alliant Techsystems, Inc. v. MidOcean Bushnell Holdings, L.P., C.A. No. 9813-CB (Del. Ch. Apr. 24, 2015) (Bouchard, C.)

In this memorandum opinion, the Court of Chancery granted a request for specific performance requiring a party to a stock purchase agreement to submit a dispute over accounting methodology relating to the calculation of net...more

Delaware Court of Chancery Rules Dispute over Accounting Methodology Must Be Resolved through Purchase Price Adjustment Procedure...

A recent case in Delaware provides a cautionary tale for sellers who carefully negotiate limitations on their indemnification liability to buyers for claims that the financial statements of the target business fail to comply...more

Court Of Chancery Upholds Primacy Of Purchase Price Adjustment Clause

The buyer’s rights under a stock purchase agreement sometimes seem in conflict. This decision resolves such a conflict by holding that under the terms of the agreement, the purchase price adjustment process trumps the buyer’s...more

Court Finds In Favor Of Harbinger On $50 Million Claim Involving Purchase Of Old Mutual Financial Life Insurance Company

In a lengthy opinion detailing extensive findings of fact and law, a New York federal district court entered its order in favor of Harbinger F&G, LLC and against OM Group (UK) Limited in an action stemming from claims arising...more

Weiner v. Milliken Design, Inc., C.A. No. 9671-VCP (Del. Ch. Jan. 30, 2015) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery granted the plaintiff-counterclaim defendant’s motion for summary judgment seeking to compel arbitration of a post-closing price adjustment to a stock purchase agreement and...more

"Acquisition Financings: European Certain Funds vs. US Limited Conditionality"

There has been a steadily increasing trend of European borrowers with little or no specific business in the U.S. raising financing under so-called “Yankee loans” — where the credit facility is syndicated to U.S. investors, is...more

Inside M&A - Winter 2015

Recent U.S. Cases Highlight Liability Risks to Executives in Mining, Heavy Industrial Transactions - Historically, corporate executives rarely faced personal or criminal liability resulting from mining or environmental...more

Financing the Business Buyout – Part II (Investors)

Last month, Part I on this topic discussed the problem facing a Remaining Spouse when the Departing Spouse rejects a buyout offer of a modest down payment and a long installment note: How to raise sufficient cash to avoid a...more

Monster Bites Back, Accuses Beats of Monstrous Scam

It’s a monster movie cliché – near the end, when the monster is “dead,” the dust is settling and the heroes are patting each other on the back, the monster rises from the dead and goes on one more rampage before it expires....more

UK Style Management Investment Warranties Spreading

In a very seller-friendly market, UK-style management investment warranties are providing an increasingly popular source of comfort for PE buyers. Compressed deal timetables, restricted access for due diligence and limited or...more

Delaware Supreme Court Reverses Lower Court And Affirms Arbitrator’s Award

Reversing the Court of Chancery’s ruling vacating an arbitration award, the Delaware Supreme Court held in SPX Corporation v. Garda USA, Inc. that the arbitrator’s decision should have been affirmed because the arbitrator’s...more

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