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Civil Procedure Mergers & Acquisitions

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

EU General Court orders fresh review of Liberty Global/Ziggo merger

by Dechert LLP on

The EU lower court has overturned a 2014 merger clearance by the European Commission (EC) following an appeal by a third party. Overturning the clearance does not mean that the deal is now prohibited. Instead, the case...more

Court Of Chancery Favors Plain Language In Earn-Out Dispute And Declines To Imply Contractual Terms

by Morris James LLP on

Greenstar IH Rep. LLC v. Tutor Perini Corporation, C.A. No. 12885-VCS (Oct. 31, 2017) - With every contract under Delaware law comes the obligation to not act so as to deprive the counter party of the benefit of its...more

Is the eDiscovery Market Growing or Shrinking? Or Maybe SHIFTING?: eDiscovery Trends

by CloudNine on

If you look at the number of eDiscovery companies that have been merged or acquired over the past couple of years, you might think that the market is shrinking. On the other hand, if you look at the number of venture capital...more

Second Circuit Affirms Arbitration Award Finding No Disregard Of Merger Agreement Or Manifest Disregard Of Delaware Law

by Carlton Fields on

In a summary order, the Second Circuit affirmed a judgment confirming an arbitral award of damages for breach of a merger agreement between respondents Sirona Dental Systems, Inc. and Arges Imaging Inc. (“Sirona”) and...more

Delaware Court Of Chancery Dismisses Post-Merger Fiduciary Duty Claims Against Alleged Controller

by Shearman & Sterling LLP on

On October 24, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted a motion to dismiss a putative class action by former stockholders of Morgans Hotel Group Co. (“Morgans”), challenging its $794...more

EU Court annuls a 2014 European Commission merger clearance for insufficient reasoning

by White & Case LLP on

The EU General Court ("GC" or "Court") annulled a 2014 decision of the European Commission ("Commission") clearing the Liberty Global/Ziggo transaction for lack of appropriate reasoning. The GC found that the Commission...more

Blog: The Art of Drafting Milestones for an Earn-Out

by Cooley LLP on

Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a merger agreement. The decision provides an anecdotal lesson in drafting...more

The Good, the Bad and the Ugly: Candour in Ex Parte Applications

by Bennett Jones LLP on

A recent decision by the Alberta Court of Appeal (ABCA) reminds us that counsel must take care to provide a balanced view of both sides and not overreach in their asks when seeking an ex parte application, lest the court set...more

Houston Court of Appeals Finds Pre-PSA Emails Created Binding Contract

by Winstead PC on

The use of email in modern transactions is pervasive. Few negotiating parties consider, however, the possibility that those emails may create a binding obligation when the transaction requires finalization through a formal...more

Texas Federal District Court Invalidates IRS Regulations Limiting Inversion Transactions

by Shearman & Sterling LLP on

On September 29, 2017, the United States District Court for the Western District of Texas granted summary judgment in favor of the U.S. Chamber of Commerce and Texas Association of Business, holding that the Internal Revenue...more

Practice Pointers on Choosing Standards: “Commercially Reasonable Efforts,” “Best Efforts” and Similar Standards

by Morrison & Foerster LLP on

Background - Contracting parties frequently use terms such as “commercially reasonable efforts,” “reasonable efforts,” “best efforts” or similar standards when describing their expectations regarding the performance of a...more

Delaware’s Restrictive Trulia Standard Gains Traction in California

Silicon Valley court signals increased scrutiny of disclosure-only settlements of merger objection litigation. Delaware Courts have become reluctant to approve settlements of merger objection lawsuits based on...more

Court Holds That Attorneys Acted As An Escrow Agent And Could Be Sued For Breach Of Fiduciary Duty By A Non-Client

by Winstead PC on

In Alexander O&G, LLC v. Nomad Land & Energy Res., LLC, Nomad entered into a Purchase and Sale Agreement (“PSA”) with Alexander O&G, LLC (“AOG”) for the sale of oil and gas interests. No. H-16-2065, 2017 U.S. Dist. LEXIS...more

Finding Disclosures Were Adequate, Delaware Court Of Chancery Applies Corwin And Volcano To Dismiss Post-Closing Breach Of...

by Shearman & Sterling LLP on

On September 28, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed stockholder class claims for breach of fiduciary duty brought against the former directors of The Fresh Market (“TFM”) after...more

Inside the Courts – An Update From Skadden Securities Litigators - September 2017/ Volume 9 / Issue 3

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2017 and August 2017....more

Chancery Dismisses Claim Seeking Damages Post-Closing for Unfair Merger Transaction

by Morris James LLP on

Delaware jurisprudence encourages decision-making by boards of independent and disinterested directors. If a transaction does not involve a controlling stockholder and is approved by a majority of disinterested and...more

Nevada Supreme Court Adopts Delaware’s Direct Harm Test For Derivative Claims

by Allen Matkins on

On the same day that the Nevada Supreme Court rejected Delaware’s approach to reviewing special litigation committee determinations, it adopted Delaware’s test for determining whether a shareholder suit is derivative or...more

Amendments to Connecticut Business Corporation Act Effective October 1, 2017

by Murtha Cullina on

Public Act No. 17-108, titled An Act Concerning Limited Liability Companies and Business Corporations (the "Act"), has amended the Connecticut Business Corporation Act ("CBCA"). Effective October 1, 2017, the Act amends the...more

In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation: MFW Provides Recipe for Protecting One-Sided Controller...

by Perkins Coie on

In its opinion in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation,[1] issued in August 2017, the Delaware Chancery Court addressed a question left open under Kahn v. M&F Worldwide Corp.[2] (MFW)—namely,...more

Principle of economic succession in private enforcement to come under Supreme Court´s scrutiny

by DLA Piper on

In October 2016, the Appeal Court of Helsinki, altering the judgement of Helsinki District Court, held that certain companies, which had acquired the business or equity of asphalt cartel companies after the infringement had...more

Court Of Chancery Addresses The Need For Legally-Distinct Co-Conspirators Under A Conspiracy Theory Of Jurisdiction

by Morris James LLP on

The general rule is that personal jurisdiction based on a conspiracy theory cannot rely on allegations of an individual officer conspiring with his corporate employer. There is a possible exception, however, when the officer...more

FLSA Successor Liability - More Than You Bargained For

A common method for business expansion is for one company to acquire another company’s operations and then merge the operations into the acquiring company. However, even when care is taken to structure such acquisitions to...more

Delaware Court Of Chancery Dismisses Post-Closing Stockholder Suit Asserting Fiduciary Duty Breach Claims And Also Seeking...

by Shearman & Sterling LLP on

On August 28, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed a putative stockholder class action against the directors of Kreisler Manufacturing Corporation (“Kreisler”), rejecting...more

Blog: Martha Stewart Decision Draws Roadmap for Controller Sales to Third Parties

by Cooley LLP on

A transaction involving a controlling stockholder on both sides of the deal presents a clear conflict of interest that will result in heightened scrutiny under the “entire fairness” standard of review if later challenged....more

Delaware Court Of Chancery Extends MFW Protections To One-Sided Controller Transactions

by Shearman & Sterling LLP on

On August 18, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery dismissed a putative shareholder suit asserting claims for breach of fiduciary duty against Martha Stewart, the controlling...more

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