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Mergers & Acquisitions Securities

Read Mergers & Acquisitions Law updates, articles, and legal commentary from leading lawyers and law firms:

Delaware Court Of Chancery Relies On Corwin To Dismiss Post-Closing Fiduciary Duty Claims After Finding Acquiror Was Not A...

by Shearman & Sterling LLP on

On March 9, 2018, Vice Chancellor Joseph R. Slights III, of the Delaware Court of Chancery, dismissed a stockholder class action complaint seeking damages for alleged breaches of fiduciary duty by directors of Rouse...more

IRS Announces Five New Compliance Campaigns Focusing on Corporate Spin-Offs and Partnerships

by Ropes & Gray LLP on

On March 13, 2018, the IRS announced five new Large Business and International Division (“LB&I”) compliance campaigns, adding to the 24 campaigns announced last year and discussed in the Tax Controversy quarterly newsletter...more

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

The Cash-Out Merger Solution to the Problem Minority Owner

by Farrell Fritz, P.C. on

How can majority business owners legally rid themselves of a problematic minority owner? Not by transferring the business’s assets to another entity for no consideration. ...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Just days after profiled Walmart’s efforts to keep pace with Amazon in the grocery biz, a whistleblower and former WM director of business development is accusing Walmart of issuing “misleading e-commerce results” and...more

Business Judgment or Entire Fairness: The Meaning of Delaware’s Interested Director Statute

Cummings v. Eden et al was a case where the Delaware Court of Chancery examined allegations that members of a board of directors breached their fiduciary duties in connection with the approval an asset acquisition at an...more

President Blocks Hostile Takeover of Qualcomm Upon Recommendation from CFIUS

by Bryan Cave on

On March 12, 2018, President Trump issued an Executive Order blocking the proposed $117 billion hostile takeover of Qualcomm Incorporated by Broadcom Limited following a recommendation from the Committee on Foreign Investment...more

SEC Settles FCPA Books and Records and Internal Controls Action

by Dorsey & Whitney LLP on

The SEC moved past virtual currencies for the moment, returning to a long established staple – the Foreign Corrupt Practices Act. The Commission filed a settled books and records action involving an Israeli based firm whose...more

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Notwithstanding Lloyd’s assurances that the rumors of his demise are premature, Goldman has cleared the path forward for David Solomon (aka, one of its current co-Presidents, aka, DJ D-Sol) to assume the CEO position when Mr....more

Court Considers Interaction between Alleged Controlling Stockholder and Corwin

In Re Rouse Properties, Inc. Fiduciary Litigation considers what the Delaware Court of Chancery describes as a pattern in the post-Corwin, post-MFW world....more

Institutional Investor Shareholdings Come Under European Commission Scrutiny

by Jones Day on

The Situation: A recent study examining common corporate shareholdings in the United States argues that the holding of even minority stakes in rival companies by institutional investors affects competition. The European...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

Your Daily Dose of Financial News

by Robins Kaplan LLP on

Heath insurance behemoth Cigna has agreed to buy Express Scripts—a “pharmacy benefits manger”—for $67 billion in cash and stock, including assuming $15 billion of its debt. The merger is one of a series of big moves in the...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

Your Daily Dose of Financial News

by Robins Kaplan LLP on

US regulators are asking Qualcomm to delay its annual shareholder meeting in order to give them more time to investigate whether Singapore-based Broadcom’s takeover bid would threaten US national security....more

M&A Corporate Buyer Beware: More Antitrust Challenges to Closed Deals

by Perkins Coie on

Despite widespread skepticism that antitrust enforcement would be a Trump administration priority, activity has not lessened. In fact, there has been a substantial increase in challenges to mergers and acquisitions that...more

Ahead of the game - perfecting your offshore acquisition strategy

by Dentons on

With a new year underway and relatively benign economic conditions prevailing (including low interest rates globally and lower US tax rates), cross border M&A is forecast to increase, driven by cashed up corporates out of...more

Congress Accelerates Toward CFIUS Expansion

For the first time in more than a decade, legislation to expand the scope of business transactions scrutinized by the Committee on Foreign Investment in the U.S. (CFIUS) is gaining momentum in Congress. Lawmakers on both...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

Corporate News – February/March 2018

by Hogan Lovells on

A monthly newsletter covering topics of interest in the field of UK corporate law including mergers and acquisitions, listed companies, equity capital markets, corporate governance and general company law. Please see full...more

The Increased HSR Thresholds for 2018 Became Effective on Feb. 28, 2018

On Jan. 26, 2018, the Federal Trade Commission announced the 2018 adjusted thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”). The HSR Act notification requirements apply to transactions...more

Investment Outlook 2018: Transaction and deal trends in the GCC

by Hogan Lovells on

Gulf economies and markets have transformed in many ways in response to three years of low oil prices, new regional leadership and a global world order in flux. The tougher fiscal environment and renewed drive to implement...more

Increased 2018 Competition Act and Investment Canada Act thresholds

by Dentons on

Two key financial thresholds relevant to the review of proposed transactions under Canada’s Competition Act (CA) and Investment Canada Act (ICA) have now been increased for 2018....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

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