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M&A Watch: 'Ordinary Course of Business’ During Not-So-Ordinary Times

On December 8, 2021, the Delaware Supreme Court upheld the Delaware Court of Chancery’s decision that Mirae Asset Financial Group (“Mirae”) was excused from closing a $5.8 billion acquisition of luxury hotels because the...more

M&A Watch: Back to the Future: ‘Mission Critical’ Board Oversight

On September 7, 2021, a Delaware court largely denied The Boeing Company’s (“Boeing”) motion to dismiss a stockholder derivative suit against Boeing directors in connection with two crashes of Boeing’s 737 MAX airplane in...more

Analysis of Non-Performance of Contractual Obligations in Light of the COVID-19 Pandemic

On March 11, 2020, the World Health Organization officially declared the coronavirus outbreak (“COVID-19”) a global pandemic. In addition to the human cost, COVID-19 continues to cause widespread disruption to commercial...more

So Long, Cyan?—Delaware Supreme Court Endorses Federal Forum-selection Provisions for Securities Act Claims

Today, the Supreme Court of Delaware reversed a decision of the Delaware Court of Chancery and affirmatively endorsed the enforceability of federal forum-selection provisions, in a Delaware corporation’s certificate of...more

M&A Watch: Seeking Your True Purpose? Delaware Offers Guidance on Section 220 Requests

Following Corwin v. KKR Financial Holdings and other Delaware cases that have reinforced the standards that stockholder suits must meet to survive dismissal, would-be litigants have increasingly invoked Section 220 of the...more

M&A Watch — Caremark Unfrozen: Delaware Supreme Court Revisits Oversight Claims

The Delaware Supreme Court recently took the opportunity to revisit Caremark with its en banc decision in Marchand v. Barnhill, No. 533, 2018 (Del. June 19, 2019). In Marchand, the Court reversed the dismissal of a...more

M&A Watch: Keep Your Hands Off My Privilege! Delaware Revisits Privileged Communications In Private M&A Transactions

In Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019), the Delaware Court of Chancery applied guidance from its earlier ruling in Great Hill Equity Partners IV, LP v....more

IRS Guidance on Taxation of Professional Team Trades

The Internal Revenue Service (“IRS”) issued Revenue Procedure 2019-18 that provides a safe harbor provision for professional sports teams that allows a team to treat the value of a traded player, draft pick, or staff members,...more

M&A Watch: Delaware Resolves Ambiguity Involving Take-Private Transactions

In its recent decision in Arthur Flood v. Synutra International, Inc., et al., No. 101, 2018 opinion (Del. Oct. 9, 2018), the Delaware Supreme Court clarified when an acquisition of a company by a controlling stockholder will...more

M&A Watch: Not So Sweet – No Appraisal Rights for Dr Pepper Stockholders

The Delaware Court of Chancery recently delivered the latest in a line of decisions refining the application of statutory stockholder appraisal rights in M&A transactions. In City of North Miami Beach General Employees’...more

Attention Forum Shoppers! Blue Light Special in the Ninth Circuit!

On April 20, 2018, the Court of Appeals for the Ninth Circuit split from five other circuit courts in Varjabedian v. Emulex Corp., No. 16-55088 (9th Cir. Apr. 20, 2018), by holding that claims under Section 14(e) of the...more

Further Developments in Icahn’s & Deason’s Battle Against Xerox

We previously released an M&A Watch note detailing the recent NY decision of In re Xerox Corporation Consolidated Shareholder Litigation and the subsequent settlement agreement entered into between activist investors Carl...more

Clouded Picture: Xerox CEO Resigns Following Decision by NY Court to Temporarily Halt Proposed Merger With Fujifilm

On Friday, April 27, 2018, New York State Supreme Court Judge Barry R. Ostrager granted a preliminary injunction which blocked Xerox Corporation’s (“Xerox”) potential transaction with Fujifilm Holdings Corporation (“Fuji”)...more

Who’s the Boss? Minority Stockholders That Exercise Control

In two recent cases, the Delaware Court of Chancery provided informative guidance on when stockholders that hold less than 50% of a corporation’s stock are nevertheless considered to be controlling stockholders. This inquiry...more

Purell and Simple: The “Unclean Hands” Doctrine as a Bar to Equitable Relief

Following a well-developed line of precedent, the Delaware Court of Chancery recently declined to grant equitable relief to a party seeking an injunction with respect to non-compete provisions because the requesting party had...more

Blockchain Technology Developments in Delaware

While cryptocurrencies have captured the attention of many, the blockchain technology underlying these instruments has potentially far-reaching implications in many other fields. Consistent with its reputation as a...more

Proposed Delaware Amendments Would Limit Appraisal Rights in Two-Step Mergers

Since its adoption in 2013, parties have been using a two-step merger structure facilitated by §251(h) of Delaware’s General Corporation Law (the DGCL) as a means of avoiding the requirement of calling a special meeting of...more

“You’re Not Fully Clean”: § 220 Inspection Demands Under Corwin

On December 29, 2017, the Delaware Court of Chancery declined to extend the ruling in Corwin by finding that the approval of a merger by a vote of the disinterested stockholders does not act as an impediment to a properly...more

M&A Watch: Ant Financial and MoneyGram Terminate Merger Agreement Due to CFIUS Concerns

MoneyGram International Inc. and Ant Financial Services Group recently announced the termination of their agreement providing for the acquisition of Texas-based money transfer company MoneyGram by China-based Ant Financial...more

Delaware Supreme Court Limits Stockholder Ratification Defense for Director Compensation Decisions

Last week, the Delaware Supreme Court, in In re Investors Bancorp, Inc. Stockholder Litigation (“Bancorp”), reversed the Delaware Court of Chancery and held that awards granted to directors under a stockholder-approved equity...more

M&A Watch: That’s the Way the Cookie Crumbles – Delaware Court Rejects MAE Claim in Commercial Contract Litigation

The Delaware Court of Chancery recently reaffirmed its approach to Material Adverse Effect jurisprudence in the context of a commercial arrangement. ...more

United States Supreme Court Clarifies Scope of Specific Personal Jurisdiction in State Court

On Monday, June 19, 2017, the Supreme Court clarified the limits of specific personal jurisdiction in state courts, holding that a connection between a defendant’s contacts with the forum and the claims at issue remains...more

Matal v. Tam: Trademark Disparagement Clause Held Unconstitutional

Yesterday, the Supreme Court held in an 8–0 decision that the disparagement clause in the Trademark statute—which prohibits the registration of trademarks that may “disparage . . . or bring . . . into contemp[t] or disrepute”...more

United States Supreme Court Holds SEC Disgorgement Orders Subject to Five-Year Statute of Limitations

On Monday, June 5, 2017, a unanimous Supreme Court held that the ability of the Securities and Exchange Commission (“SEC”) to seek disgorgement in connection with a violation of federal securities law is subject to a...more

M&A Watch: Court Questions Accelerated Vesting of Equity Compensation

As we have previously reported, the Delaware Chancery Court recently dismissed the stockholder class action suit In re Columbia Pipeline Group, Inc. Stockholder Litigation, C.A. No. 12152-VCL (Del. Ch. Mar. 7, 2017),...more

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