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Delaware Supreme Court Provides Much-Anticipated Clarity on Reincorporations

This case stems from the proposed reincorporations of Tripadvisor, Inc. and Liberty TripAdvisor Holdings, Inc. from Delaware to Nevada, which were first presented to the corporations’ respective stockholders for approval in...more

Antitrust Breakup Fees: 2023 Data and Key Takeaways for Future Dealmaking

Looking back at 2023 mergers and acquisitions (M&A) activity, antitrust-related breakup fees continued to be an important tool in allocating antitrust risk between deal parties. These typically take the form of a “reverse”...more

Strategies to Accelerate Divestitures: A Road Map to Streamlining the Process While Reducing Risk

Divestment activity is poised to increase over previous years as COVID-19 economic conditions put pressure on companies to rebalance operating portfolios. A 2020 EY Global Corporate Divestment Study, released earlier this...more

Considerations in Adopting Poison Pills in the COVID-19 Environment

Market volatility arising from the COVID-19 pandemic may lead to increased hostile takeover activity and shareholder activism as some companies experience market valuations that they believe are not reflective of their...more

Coronavirus Impact on M&A and Other Strategic Corporate Transactions

The myriad and rapidly evolving impacts of COVID-19, the disease caused by the novel coronavirus, are being felt across society—in the healthcare system, employment, politics and the economy. Those involved in corporate...more

Delaware Reaffirms High Bar for Establishing a Material Adverse Effect

In the first case following Akorn v. Fresenius to rule on a party’s entitlement to terminate a merger agreement on the basis of a material adverse effect (MAE), the Delaware Court of Chancery ordered Boston Scientific...more

Akorn v. Fresenius: Important Practical Lessons from First-Ever Material Adverse Effect

On October 1, in Akorn v. Fresenius Kabi, the Delaware Court of Chancery for the first time found that a material adverse effect — or MAE — had occurred in a merger transaction, which, combined with other breaches of the...more

Mergers and Acquisitions Alert: Lazard v. Qinetiq: Important Lessons for Structuring Earn-Outs

Overview - A recent Delaware Supreme Court case authored by Chief Justice Strine upholds the literal meaning of an earn-out provision that limited the buyer from taking action “intended to reduce or limit an earn-out...more

5/7/2015  /  Corporate Counsel

Mergers & Acquisitions Alert: Controlling Stockholder Squeeze-Outs May Be Structured to Achieve Deferential “Business Judgment...

In Kahn v. M&F Worldwide Corp. (Del. Mar. 14, 2014), the Delaware Supreme Court recently decided that a going private transaction sponsored by the controlling stockholder of a Delaware corporation may, under certain...more

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