News & Analysis as of

Subsidiaries Merger Agreements

Goodwin

Phantom Equity to the Rescue

Goodwin on

A Summary of HControl Holdings LLC, et al. v. Antin Infrastructure Partners. Defined terms are the battlefield for lawyers. Some terms are well trodden, while others are not. A recent case in the Delaware Court of...more

Jones Day

2021 Transactional Year in Review and 2022 Forecast: New Data Privacy Law in China

Jones Day on

China passed its new Data Security Law ("DSL") in June 2021 and its new Personal Information Protection Law ("PIPL") in August 2021. Both new laws impact every business operating in or doing business with China, coupling...more

Morris James LLP

Chancery Finds That the Standard of Review for the Conduct of a Shareholders’ Representative Turns Upon the Merger Agreement’s...

Morris James LLP on

Houseman v. Sagerman, C.A. No. 8897-VCG (Del. Ch. July 20, 2021) - A merger agreement between a subsidiary of Healthport Technologies, LLC and Universata, Inc., gave the owners of 72 percent of Universata’s stock (the...more

Morgan Lewis

Corporate Parents, Beware in France: One Can Be Liable for Another’s Doing

Morgan Lewis on

France’s highest Court (Cour de Cassation) recently ruled that an acquiring entity, in this case Iron Mountain, could be found liable for violations committed by the target, here Recall France, before the transaction. ...more

Stinson - Corporate & Securities Law Blog

Delaware Supreme Court Examines Director Liability for Acquisitions

In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a...more

Sheppard Mullin Richter & Hampton LLP

Delaware Chancery Court Strictly Construes Appraisal Statute to Deny Stockholders Appraisal Rights in a Reverse Triangular Merger

In City of North Miami Beach Gen. Employees’ Ret. Plan v. Dr Pepper Snapple Group, Inc., C.A. No. 2018-0227-AGB, 2018 WL 2473150 (Del. Ch. June 1, 2018), the Delaware Court of Chancery (Bouchard, C.) denied stockholders of Dr...more

A&O Shearman

Delaware Supreme Court Affirms Delaware Court Of Chancery's Use Of Its Own DCF Method To Determine Fair Value After...

A&O Shearman on

On October 30, 2017, the Delaware Supreme Court affirmed the decision of the Delaware Court of Chancery determining the fair value of ISN Software Corp. (“ISN”) in an appraisal action brought by minority stockholders...more

A&O Shearman

Delaware Chancery Court Dismisses Breach Of Fiduciary Duty Claims By Minority Stockholder Of Subsidiary In Relation To Acquisition...

A&O Shearman on

On May 2, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed a purportedly derivative and putative class action brought by a minority stockholder of software company VMware, Inc. (“VMware”), a subsidiary...more

Dorsey & Whitney LLP

Delaware Courts Expand Corwin Line of Cases

Dorsey & Whitney LLP on

On March 7, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed the action In re Columbia Pipeline Group, Inc., C.A. No.12152-VCL. Stockholders of Columbia Pipeline Group, Inc. (“CPG”) claimed that CPG’s...more

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