Scott Petepiece on Mergers

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

6/4/2019 / Acquisition Agreements , Acquisitions , Attorney-Client Privilege , Carve Out Provisions , Client Services , Confidential Information , Corporate Counsel , Disclosure Requirements , Mergers , Privileged Communication

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

10/22/2018 / Acquisitions , Business Judgment Rule , Controlling Stockholders , Corporate Counsel , DE Supreme Court , Mergers , Take-Private Transactions

M&A Watch: How Do You Get a Big “MAC” in Delaware

In a recent high-profile decision, the Delaware Court of Chancery excused a buyer from its obligation to purchase a public company target on the basis that, among other things, the target company had suffered a material...more

10/8/2018 / Acquisitions , Contract Negotiations , Contract Terms , Material Adverse Change Clauses (MACs) , Material Adverse Effects , Merger Agreements , Mergers , Target Company

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

6/20/2018 / Appraisal , Appraisal Rights , Delaware General Corporation Law , Mergers , Shareholder Litigation , Shareholder Rights

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

5/4/2018 / Activist Investors , Board of Directors , Breach of Duty , CEOs , Fiduciary Duty , Mergers , NY Supreme Court , Preliminary Injunctions , Xerox

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

4/27/2018 / Acquisitions , Business Judgment Rule , Controlling Stockholders , DE Supreme Court , Fiduciary Duty , Mergers , Minority Shareholders , Shareholder Litigation , Tesla

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

4/18/2018 / Acquisitions , Breach of Contract , Equitable Relief , Injunctive Relief , Mergers , Non-Compete Agreements , Purchase Agreement

FTC Warning: Don’t Overshare in Pending Deals

The Federal Trade Commission (FTC) has recently re-emphasized the potential risks of antitrust violations stemming from the exchange of competitively sensitive information during pre-merger negotiations and due diligence....more

4/6/2018 / Acquisitions , Antitrust Provisions , Confidential Information , Federal Trade Commission (FTC) , Gun-Jumping , Hart-Scott-Rodino Act , Information Sharing , Mergers

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

4/4/2018 / Appraisal , Appraisal Rights , Delaware General Corporation Law , Dissenters Rights , Fair Market Value , Mergers , Proposed Amendments

“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

1/9/2018 / Books & Records , Business Judgment Rule , Controlling Stockholders , Corwin Doctrine , Delaware General Corporation Law , Fiduciary Duty , Mergers , Section 220 Request , Shareholder Approval , Shareholder Litigation

Scott Petepiece

A&O Shearman

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