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Civil Procedure Mergers & Acquisitions

Read Civil Procedure updates, alerts, news, and legal analysis from leading lawyers and law firms:

Delaware Supreme Court Affirms Delaware Court Of Chancery's Dismissal Of Fiduciary Duty Breach Claims, Finding Non-Exculpated...

by Shearman & Sterling LLP on

On March 15, 2018, the Supreme Court of Delaware affirmed the Delaware Court of Chancery’s dismissal of a putative stockholder class action asserting claims for breach of fiduciary duty and quasi-appraisal against the...more

Commercial Division Rejects Disclosure-Only Settlement

On February 8, 2018, Justice Shirley Werner Kornreich of the Commercial Division rejected a disclosure-only class action settlement in City Trading Fund v. Nye, 2018 BL 44689 (Sup. Ct. Feb. 08, 2018)....more

Federal Court of Appeal Quells Concern over Transactional Common Interest Privilege

by Bennett Jones LLP on

A December 2016 a decision of the Federal Court caused chills for corporate lawyers across Canada when it held that common interest privilege does not apply in the transactional context where otherwise privileged material is...more

Federal Court of Appeal Affirms Common Interest Privilege in Deal Context

On March 6, 2018, the Federal Court of Appeal (Court) released its reasons in Iggillis Holdings Inc. v. Canada (National Revenue) confirming common interest privilege as a valid exception to waiver in non-litigious...more

Updated Guidance (and Ground Rules) for Controlling Stockholder Deals

by Ropes & Gray LLP on

The Delaware Supreme Court’s 2014 decision in Kahn v. M&F Worldwide Corp. (“MFW”) provided business judgment rule protection for controlling stockholder transactions that are conditioned from the outset on certain procedural...more

Delaware Court Of Chancery Uses DCF Analysis To Arrive At Fair Value Below Deal Price, Even Though Deal Process Was Not "Dell...

by Shearman & Sterling LLP on

On February 23, 2018, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery ruled, based on his own discounted cash flow (“DCF”) analysis, that the fair value of AOL Inc. (“AOL”) was below the deal price paid by...more

How an Amicus Brief Can Win an Appeal

Economists are endemic to antitrust litigation. Their expertise is often necessary to explain why the conduct or merger at issue will have no impact (or a huge impact!) on competition in a market. ...more

Delaware Supreme Court Confirms All Material Facts Must be Disclosed to Receive Corwin Business Judgment Rule "Cleansing" Effect

by White & Case LLP on

The Delaware Supreme Court has reversed the Delaware Court of Chancery's earlier dismissal of a stockholder challenge to the sale of Diamond Resorts International, finding that the reasons why Diamond's chairman abstained...more

Delaware Chancery Court Finds Unaffected Market Price to Be Fair Value in a Post-Dell Appraisal Decision

by White and Williams LLP on

On February 15, 2018, in the statutory appraisal proceeding of Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., the Delaware Court of Chancery decided that the “most persuasive evidence” of Aruba Networks’ fair...more

Delaware Appraisal Litigation: The Court of Chancery Holds That a Company’s Unaffected Market Price Constitutes “Fair Value”

by Dechert LLP on

In a recent appraisal decision, Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. (Aruba Networks), the Delaware Court of Chancery awarded 30% less to the shareholders than they would have received had they not...more

Healthcare Law Update: February 2018

by Holland & Knight LLP on

Antitrust - FTC Announces Revised Hart-Scott-Rodino Thresholds for Acquisitions and Exclusive Licenses - The Federal Trade Commission (FTC) has announced this year's revisions to the thresholds under the...more

Delaware Court Of Chancery Applies Dell And DFC To Find "Fair Value" Of Widely Traded Company With No Controlling Stockholder Is...

by Shearman & Sterling LLP on

On January 26, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled in a post-trial opinion that the thirty-day average unaffected market price was the best evidence of the fair value of Aruba...more

Reinstating A Post-Closing Merger Challenge, Delaware Supreme Court Holds Views Expressed By Directors In Connection With A...

by Shearman & Sterling LLP on

On February 20, 2018, the Delaware Supreme Court, in an opinion by Chief Justice Leo E. Strine, Jr., reversed the dismissal of a suit brought by former stockholders of Diamond Resorts International (“Diamond”) challenging the...more

Court Of Chancery Imposes Sanctions For Failing To Comply With A Scheduling Order

by Morris James LLP on

In RE Examworks Group Inc. Stockholder Appraisal Litigation, C.A. 12688-VCL (February 21, 2018) - As this decision again points out, a scheduling order is a court order that must be followed or sanctions will be imposed....more

Supreme Court Clarifies Need To Disclose A Director’s Opinions

by Morris James LLP on

Appel v. Berkman, No. 316, 2017 (February 20, 2018) - When seeking stockholder votes it is not always clear when the company must disclose an opinion of an individual director on the merits of the proposed transaction....more

Court Of Chancery Interprets Dell In An Appraisal Case

by Morris James LLP on

In RE Appraisal Of AOL Inc., C.A. 11204-VCG (February 23, 2018) - This is an important case for its comments on the Dell decision of the Delaware Supreme Court. The Court declined to use the deal price as evidence of the...more

New York Trial Court Does Its Best To Shore Up Standard for Approving Disclosure-Only Class Action Settlements

Takeaway: Strike suits against corporate mergers are often resolved in worthless “disclosure-only” settlements. Derided as a “peppercorn and a fee,” a disclosure-only settlement provides no monetary relief to the...more

Declining To Find Enhanced Scrutiny Inapplicable To Post-Closing Damages Actions, Delaware Court Of Chancery Denies Motion For...

by Shearman & Sterling LLP on

On February 6, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery denied a summary judgment motion by defendant Potomac Capital Partners II, LP (“Potomac”) in an action by stockholders challenging the...more

New York Court Denies Approval Of Disclosure-Only Settlement, Finding Supplemental Disclosures "Useless"

by Shearman & Sterling LLP on

On February 8, 2018, Justice Shirley Werner Kornreich of the New York Supreme Court denied a motion for final approval of a disclosure-only settlement in a class action suit brought by shareholders of Martin Marietta...more

Delaware Court Of Chancery Holds That Addition Of MFW Protections Following Initial Controller Proposal But Before Negotiations...

by Shearman & Sterling LLP on

On February 2, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery dismissed a stockholder challenge to the buyout of Synutra International Inc. (“Synutra”) in a squeeze-out merger by a controlling...more

DOJ Toughens Antitrust Consent Decree Enforcement

by Jones Day on

The Situation: The U.S. Department of Justice Antitrust Division ("DOJ") has adopted new terms in recent consent decrees that enhance DOJ's ability to enforce its settlements, most importantly by lowering the evidentiary...more

Financial Services Weekly News - February 2018

by Goodwin on

Editor's Note - In This Issue. State regulators agreed to a multistate compact to standardize key components of the licensing process for money services businesses (MSBs); the Board of Governors of the Federal Reserve...more

Securities Class Action Filings Reach Record High

As expected, securities class action filings reached a high-water mark in 2017. In fact, last year’s total of 400-plus filings was the second-highest on record, topped only by 2001, when the number was skewed by more than 300...more

Key Developments in Delaware Corporation Law in 2017

Developments in appraisal law, the application of Corwin v. KKR Financial Holdings LLC in post-closing damages actions and the potential expansion of Kahn v. M&F Worldwide Corporation (MFW) — a case examining the standard of...more

Chancery Greenlights Use of Books and Records Demands to Buttress Post-'Corwin' M&A Challenges

by Morris James LLP on

Stockholder M&A challenges in the Delaware Court of Chancery have declined in the wake of the well-known Trulia (and its federal corollary Walgreens) and Corwin decisions, which respectively reduced incentives for pre-closing...more

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