A recent posttrial decision from Delaware regarding an alleged breach of a capitalization representation in a merger agreement is noteworthy. The decision establishes that a party is within its rights to back out of a deal...more
In the 19th century, “ruffians roamed the streets” and robbed “unsuspecting victims” using a tactic knowing as “sandbagging”: They wielded “ostensibly harmless socks” that were in fact “filled with sand and used as weapons.” ...more
On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase...more
As we have discussed in prior alerts, expanding boardroom diversity has been a recent focus for many regulators, issuers, shareholders and other stakeholders. To this end, in December 2020, Nasdaq Inc. proposed new rules that...more
Prior to the Delaware Court of Chancery’s opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d 198 A.3d 724 (Del. 2018), no Delaware court had found the existence...more
On July 13, 2021, the Securities and Exchange Commission announced partially settled charges against the Special Purpose Acquisition Company Stable Road Acquisition Co. (SRA), SRA’s sponsor and CEO, SRA’s target Momentus Inc....more
Most of the recent shareholder litigation that has followed the current wave of Special Purpose Acquisition Company (SPAC) offerings and associated business combinations has been based on federal securities law claims. ...more
Nary a day goes by when we do not get an inquiry about SPACs. This primer provides you with an introduction to SPACs. Among other things, it explains what a SPAC is, lays out the economic terms of the equity offered in a SPAC...more
The rapid expansion of data security and privacy laws and regulations — both in the United States and internationally — harbors the potential for substantial liability, with the consequence that cyber compliance has become an...more
12/30/2020
/ Cyber Insurance ,
Data Management ,
Data Mapping ,
Data Privacy ,
Data Security ,
Due Diligence ,
Personally Identifiable Information ,
Popular ,
Privacy Policy ,
Risk Mitigation ,
Vulnerability Assessments
The outbreak of the novel coronavirus disease 2019 (COVID-19) and the measures being taken at every level to contain the spread thereof is a rapidly evolving public health and humanitarian issue. Naturally, COVID-19 and its...more
3/19/2020
/ Acquisition Finance ,
Acquisitions ,
Buyers ,
Closing Documents ,
Coronavirus/COVID-19 ,
Domestic Dealmaking ,
Due Diligence ,
Financing ,
Global Dealmaking ,
Material Adverse Effects ,
Mergers ,
Negotiations ,
Purchase Price ,
Representations and Warranties ,
Sellers
Even as they make their investment, private equity investors are focused on their exit. A standard feature of an exit strategy is the set of drag-along rights embedded in a stockholder or similar agreement executed among...more
1/23/2020
/ Controlling Stockholders ,
Corporate Counsel ,
Corporate Sales Transactions ,
Delaware General Corporation Law ,
Exit Strategies ,
Investment ,
Investors ,
Minority Equity Investments ,
Private Equity ,
Private Equity Funds ,
Vested Rights Doctrine ,
Waivers
A year after Akorn v. Fresenius (Akorn case), the first Delaware case holding that a party was entitled to terminate a merger agreement based on a material adverse effect (MAE), the Delaware Court of Chancery, in Channel...more
1/9/2020
/ Boston Scientific ,
Breach of Contract ,
Buying a Business ,
Commercially Reasonable Efforts ,
Contract Drafting ,
Contract Negotiations ,
Contract Termination ,
Corporate Sales Transactions ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Fraud ,
Fresenius ,
Material Adverse Effects ,
Merger Agreements ,
Pharmaceutical Industry ,
Representations and Warranties ,
Threshold Requirements
On June 28, 2018, the Securities and Exchange Commission voted to amend the definition of “smaller reporting company” (SRC) to expand the number of companies eligible to take advantage of the reduced disclosure requirements...more
By many measures, mergers and acquisitions (M&A) activity in the investment management space for 2017 is on track to meet or exceed the brisk pace of activity seen in 2016. Whether the desire that drives them is securing...more