Antitrust Considerations in Long-Term Care — Assisted Living and the Law Podcast
Current Executive Compensation Trends in Private Equity Transactions — Troutman Pepper Podcast
What Goes On Inside Your Boardroom? Investors Want To Know
Work This Way: A Labor & Employment Law Podcast - Episode 27: The Importance of Employment Counsel in Corporate Transactions with Laura Mallory and Ashley Parr of Maynard Nexsen
Podcast - Navigating M&A Due Diligence: Safeguarding Security Clearances
Multiemployer Pension Plans in Mergers and Acquisitions — Troutman Pepper Podcast
Podcast: Key Changes in Finalized Antitrust Merger Guidelines – Diagnosing Health Care
The Changing Landscape of State AG Antitrust Enforcement — Regulatory Oversight Podcast
Public M&A Day in Frankfurt
Fierce Competition Podcast | Takeaways From the Illumina-Grail Merger Challenge Saga
Hospital M&A Trends & Strategic Considerations for 2024
Hunting Outsized Returns with Jason Caplain of Bull City Venture Partners
Navigating Reps and Warranties Insurance in 2024: Smooth Sailing or Rough Seas Ahead?
M&A Compliance Due Diligence
PODCAST: Williams Mullen's Trending Now: An IP Podcast - AI Considerations in M&A Transactions and Contract Drafting
AGG Talks: Cross-Border Business — Episode 7: Trans-Pacific Business: Australia and the U.S. - Part 1
Business Better Podcast Episode: Investing in the New Mainstream Economy - A Conversation with Palladium Equity Partners
Podcast - La Prima por Fusión
One IMS: Acquisition Stories | Trial Division of Precise, Inc.
What You Need to Know About the New FTC and DOJ HSR Changes
In this episode, host Ericka Adler, Roetzel shareholder and Health Law Practice Group Leader, is joined by Sam Zanayed, Vice President of Huntington Practice Finance, to discuss five important financial steps healthcare...more
The court’s decision in In re Appraisal of Regal Entertainment Group (C.A. No. 2018-0266-JTL (Del. Ch. May 13, 2021)) is the most recent in a line of cases confirming that the deal-price-less-synergies valuation method is the...more
In a string of seminal decisions from 2017 through 2019 (DFC Global, Dell and Aruba), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give...more
Manichaean Capital, LLC et al v. Exela Technologies, Inc., et al begins with the Delaware Court of Chancery recounting the results of an appraisal action with respect to the acquisition of SourceHOV Holdings, Inc. The former...more
Returns from Asia-Pacific merger arbitrage positions have proved consistently attractive over time, offering the additional benefit of portfolio diversification when compared to other equity strategies where returns are more...more
Fir Tree Value Master Fund, L.P. v. Jarden Corp., No. 454, 2019 (Del. July 9, 2020) - Adding to its appraisal jurisprudence, the Supreme Court of Delaware recently affirmed the use of the unaffected trading price of a...more
The Situation: Stockholders sought appraisal—judicial determination of the "fair value" of their stock—in connection with a merger. The Delaware Court of Chancery found that the fair value was equal to the company's...more
We’ve previously written about how appraisal rights are a factor considered by deal-makers during the merger process, as well as by in-house counsel and other professionals involved in mergers: but are appraisal rights part...more
In re Appraisal of Panera Bread Co., C.A. No. 2017-0593-MTZ (Del. Ch. Jan. 31, 2020). JAB Holdings B.V. (“JAB”), a private company that also owns Einstein Bros., Caribou Coffee and Krispy Kreme, acquired Panera Bread...more
In the statutory appraisal proceeding, In re Appraisal of Columbia Pipeline Group, Inc., Cons. C.A. No. 12736-VCL (Del. Ch. August 12, 2019), the Delaware Court of Chancery determined that the fair value of Columbia Pipeline...more
In In Re: Appraisal of Stillwater Mining Company, Consol. C.A. No. 2017-0385-JTL (Del. Ch. Aug 21, 2019), the Delaware Court of Chancery (the “Court”) held that the fair value of Stillwater Mining Company (“Stillwater”) at...more
Venture capital and private equity arrangements often include contractual provisions limiting the rights of investors, including drag-along provisions in connection with future transactions approved by controlling...more
Exposure to claims for appraisal can be a significant risk in merger and acquisition transactions in which dissenter’s appraisal rights are available. This risk has increased in recent years as aggressive investors realized...more
On August 12, 2019, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled in a post-trial opinion that the fair value of Columbia Pipeline Group, Inc. (“Columbia”) was equal to the deal price in an...more
On May 15, 2019, Vice Chancellor Slights of the Delaware Court of Chancery issued a ruling addressing important issues related to private company deal litigation. Specifically, the decision addressed when a release of claims...more
The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more
The Delaware Supreme Court recently issued its highly anticipated decision in the Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. appraisal action. In a per curiam opinion, the Supreme Court reversed the Delaware...more
The decision makes clear that deal price is an appropriate indicator of fair value even where there is only one bidder. In Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., the Delaware Supreme Court reversed a...more
On April 16, 2019, the Delaware Supreme Court reversed a significant appraisal decision from the Court of Chancery in Verition Partners v. Aruba Networks, Inc., holding that the Chancery Court abused its discretion in using...more
Key Takeaways - Aruba Networks continues the trend toward market-based measures of fair value in statutory appraisal actions and should further limit appraisal arbitrage opportunities. - In a statutory appraisal action,...more
On April 16, 2019, the Delaware Supreme Court issued an en banc opinion in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., reversing the Delaware Court of Chancery’s decision regarding the fair value of Aruba...more
On April 16, 2019, the Delaware Supreme Court, in a per curiam decision, held that Aruba Networks, Inc.’s (“Aruba”) fair value in an appraisal action was $19.10 per share, reversing the Court of Chancery’s valuation of $17.13...more
On April 16, 2019, the Delaware Supreme Court, in a per curiam decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., reversed the Court of Chancery’s determination that the fair value of Aruba’s stock for...more
When I am asked what I do or what type of law I practice, my ten second “elevator speech” is to say that I primarily focus on every aspect of real estate law “from A to Z, from acquisition to zoning and everything in...more
Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...more