News & Analysis as of

The Decline of the Disclosure-Only Settlement: Will We Regret What We Wished For?

In combination with the Delaware Court of Chancery’s decision in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016), Judge Posner’s blistering opinion In re Walgreen Company Stockholder Litigation, 2016...more

Court of Chancery Awards Mootness Fee for “Helpful” Supplemental Disclosures

The Court of Chancery’s highly-publicized decision in In re Trulia, Inc. Stockholders Litigation, 129 A.3d 884 (Del. Ch. 2016) (Bouchard, C.) (discussed here) took aim at the problem of disclosure-only settlements and...more

"Court of Chancery Continues to Clarify Views of Disclosure-Based Deal Litigation Settlements"

As previously discussed in Insights: The Delaware Edition, throughout the second half of 2015, the Delaware Court of Chancery began to question its long-standing practice of approving deal litigation settlements involving...more

2016 M&A Report

Our 2016 M&A Report offers a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions; updates on takeover defenses and public company...more

Are Disclosure-Only Claims Dead Yet?

Are "disclosure only" claims now at an end in Delaware? Following the Delaware Court of Chancery's Jan. 22 decision in In re Trulia, 129 A.3d 884 (Del. Ch. 2016), various commentators have concluded Trulia "likely spells the...more

Delaware Court of Chancery Clamps Down on Disclosure-Only Settlements

In recent years, lawsuits challenging mergers and acquisitions have become almost ubiquitous. Virtually all of these cases settled for disclosure-only settlements in which the target’s stockholders received no money. Of...more

Delaware Court of Chancery Increases Scrutiny on Disclosure-Only M&A Class Action Settlements

As recently as 2014, nearly 95% of all mergers of public companies valued at $100 million or more triggered stockholder class action litigation. Historically, a large number of merger-related stockholder litigation settled...more

"Giving" And "Getting": The NC Business Court On Disclosure Only Class Action Settlements

Disclosure only settlements are in deep trouble in Delaware based on the Court of Chancery's recent decision in In re Trulia Inc. Stockholder Litigation. That decision is said to have sounded a "death knell" in Delaware for...more

After In re Trulia: Increased Scrutiny for the Give and the Get in Disclosure Settlements

It used to be that boards of public companies being acquired would routinely face one or (likely) more lawsuits alleging the directors breached their fiduciary duties because they had agreed to sell too cheaply or engaged in...more

Delaware Court of Chancery to Increase Scrutiny of Disclosure Settlements

The Delaware Court of Chancery has made its strongest statement yet in the ongoing conversation about shareholder “disclosure settlements,” i.e., settlements in which the sole or primary consideration received by shareholders...more

Court Of Chancery Calculates Mootness Benefit In Post-Trulia Decision

This is an interesting decision for two reasons. First, the decision awards a mootness fee for disclosures and changes to deal protection measures in a merger gone bust. Thus, the opinion is useful precedent in the...more

Court of Chancery Approves Disclosure Settlement Post-Trulia and Finds Management Projections Plainly Material

As detailed in a prior post (available here), the ruling in In re Trulia, Inc. Stockholders Litigation, 2016 WL 270821 (Del. Ch. Jan. 22, 2016) changed the legal landscape for so-called disclosure settlements. Among other...more

Chancery Court Continues to Close the Door on Disclosure-Only Settlements and Fees (But Opens a Window for “Mootness Dismissals”)

As previously discussed here, in 2015, the Delaware Court of Chancery issued a number of decisions calling for enhanced scrutiny of “disclosure-only” M&A settlements that involve no monetary benefits to a shareholder class. ...more

The Demise of Disclosure-Only Settlements?

On January 22, 2016, the Delaware Court of Chancery, in an opinion of Chancellor Bouchard, rejected a proposed disclosure-only settlement in the context of M&A litigation that offered no new helpful information to the...more

Delaware Chancery Court Rejects Disclosure-Only Settlement in Trulia/Zillow Merger Litigation, Making Clear Such Settlements Will...

On January 22, 2016, Delaware Chancellor Andre C. Bouchard rejected a proposed “disclosure-only” settlement in In re Trulia Stockholder Litigation. The decision confirms the Chancery Court’s growing skepticism for...more

In Trulia, Chancery Court Continues Crack Down on Disclosure-Only Settlements

It's a familiar story in M&A transactions. A merger is announced and, within days, the plaintiffs' bar scrambles to file suits on behalf of the selling company's stockholders, alleging that the seller's board agreed to an...more

M&A Litigation Update: Delaware Chancery Court Delivers Devastating Blow to Disclosure Settlements

A new decision makes clear that parties should no longer expect the Delaware Court of Chancery to approve broad settlements of M&A class actions based on supplemental proxy disclosures. Chancellor Andre Bouchard issued a...more

In re Trulia, Inc. Stockholder Litigation, C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016) (Bouchard, C.)

This opinion represents the Court of Chancery’s latest and most definitive move toward greater scrutiny of disclosure-based settlements of stockholder class actions challenging public company mergers and acquisitions. In...more

Court of Chancery Targets “Deal Tax” Litigation By Increasing its Scrutiny of “Disclosure-Only” Settlements

M&A lawsuits and so-called “disclosure-only” settlements – where stockholder plaintiffs drop their requests to enjoin a deal and grant defendants broad releases primarily in exchange for supplemental disclosures to...more

CLIENT ALERT: Delaware Court of Chancery Adopts Materiality Standard For Approval Of “Disclosure Only” Settlements Of Stockholder...

In re Trulia, Inc. Stockholder Litigation, Consolidated C.A. No. 10020-CB (Del. Chancery) - In this opinion, the Delaware Court of Chancery announced that it will not approve “disclosure only” settlements unless the...more

Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of “Increasingly Vigilant” Scrutiny

The Delaware Court of Chancery dealt another blow to disclosure-only settlements of merger litigation and refused to approve a proposed class-action settlement arising from Zillow, Inc.'s acquisition of Trulia, Inc. ...more

Disclosure Settlement Rejected in Trulia Merger Litigation

Chancellor Bouchard of the Delaware Court of Chancery rejected a disclosure settlement in In Re Trulia, Inc. Stockholder Litigation. The Chancellor concluded the terms of the proposed settlement were not fair or reasonable...more

FTC Clears Zillow-Trulia Merger Without Conditions

In a ruling on February 13, the FTC unconditionally approved the Zillow-Trulia merger after an intensive six-month antitrust review. Despite reported concerns “that the merger might concentrate too much power in one company,”...more

PTAB - Trulia and Zillow possible merger is not a sufficient basis for extending the 12 month period to complete the trial

In Trulia, Inc. v. Zillow, Inc., Trulia filed a petition seeking covered business method review of U.S. Patent No. 7,970,674 relating to automatically determining a current value for a real estate property. CBM2013-00056. On...more

It’s Not All that Bleak for Patent Owners at the PTAB

LKQ Corp. v. Clearlamp, LLC; MicroStrategy, Inc. v. Zillow, Inc.; Kyocera Corp. v. Softview LLC - In addition to the many IPRs and CBM reported in this issue, the Patent Trial and Appeal Board (PTAB) has now issued...more

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