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Delaware Formally Adopts Proposed Statutory Amendments Governing Mergers Following the Completion of a Tender Offer

The governor of Delaware recently signed into law previously proposed amendments to Section 251(h) of the Delaware General Corporation Law (“DGCL”), which make Section 251(h) more accessible to deal parties by...more

Delaware Court Dismisses Shareholder Class Action Suit Attacking Corporate Merger

Almost every proposed corporate merger is met with a shareholder suit against the acquiring company, merger target and the target’s board of directors in which the shareholders assert that the board breached its fiduciary...more

Recent Practical Effects of “Just Saying No”

In the past few months, we have seen an increasing number of hostile or unsolicited M&A bids where boards of directors of target companies have resisted bidders’ advances. Traditionally, the board-friendly Delaware approach,...more

The M&A Word of the Day® from the Book of Jargon® Is Naked No Vote [Video]

Latham & Watkins partner Michael Dillard explains the M&A term Naked No Vote, where the target company shareholders vote against the proposed business combination at the special meeting in the absence of a superior proposal....more

Hushmail: Are Activist Hedge Funds Breaking Bad?

Increasingly, some activist hedge funds are looking to sell their stock positions back to target companies. How should the board respond to hushmail? The Rise and Fall of Greenmail - During the heyday of...more

The M&A Word of the Day® from the Book of Jargon® – Global Mergers & Acquisitions Is Revlon Doctrine [Video]

Latham & Watkins partner Michele Johnson explains the M&A term Go Shop, a term used to describe both a standard of judicial review and a required determination by the Board of Directors of the target company. For additional...more

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