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Acquisitions Business Litigation

Sheppard Mullin Richter & Hampton LLP

The Delaware Court of Chancery Puts Practitioners on Notice Regarding Voting Formalities Around Merger Agreements

In Ap-Fonden v. Activision Blizzard, Inc., C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery (McCormick, C.) declined to dismiss a claim alleging that the Board of Directors of...more

Sheppard Mullin Richter & Hampton LLP

The Delaware Court of Chancery Confirms that Duty of Oversight Claims Against Corporate Officers Are Subject to the Same High...

In Segway Inc. v. Hong Cai, 2023 Del. Ch. LEXIS 643 (Del. Ch. Dec. 14, 2023), the Delaware Court of Chancery (Will, V.C.) dismissed a claim for breach of fiduciary duty brought by Segway Inc. (the “Company”) against its...more

A&O Shearman

Conversion of shares, variation of class rights and interpretation of articles of association the Court of Appeal decision in the...

A&O Shearman on

The Court of Appeal has upheld a High Court decision regarding the interplay between potentially conflicting provisions in a company’s articles of association. The provisions in question related to the conversion of shares...more

A&O Shearman

FTC sues PE fund and its portfolio company, signaling continued and growing focus on PE funds and roll-up acquisitions

A&O Shearman on

On September 21, 2023, the Federal Trade Commission (FTC) filed a groundbreaking complaint in federal court against PE fund Welsh Carson and its portfolio company, U.S. Anesthesia Partners (USAP), making good on its promise...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Clarifies Heightened Standard for Recovery of Attorneys’ Fees in Disclosure-Based Deal Litigation

In Anderson v. Magellan Health, Inc., No. 2021-0202, — A.3d —-, 2023 WL 4364524 (Del. Ch. July 6, 2023) (McCormick, C.), the Delaware Court of Chancery addressed the circumstances under which the Court will award a...more

Bennett Jones LLP

Leaving the Court in Peace: the Alberta Court of Appeal Applies Narrow Limitations Exception for Declaratory Relief

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The Alberta Limitations Act does not apply to requests for "a declaration of rights and duties, legal relations or personal status". The exception is narrow. But as recently confirmed by the Alberta Court of Appeal in...more

White & Case LLP

HP v Autonomy: The “fake it ‘till we make it” start-up culture on trial

White & Case LLP on

In its long-awaited judgment, the English High Court1 has found that the British software firm Autonomy defrauded the US tech giant Hewlett-Packard (HP) and induced its own acquisition for the price of US$11.1bn...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Shines Spotlight on Boilerplate Purchase Agreement Provisions

\This December, the Delaware Supreme Court penned two decisions that shined the spotlight on purchase agreement provisions that are often afterthoughts in negotiations. In Golden Rule Financial Corporation v. Shareholder...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Issues Additional Guidance on Busted Deals

On April 30, 2021, then-Vice Chancellor (now Chancellor) Kathaleen S. McCormick of the Delaware Court of Chancery issued a post-trial decision addressing an array of important topics in the "busted deal" context following a...more

Jones Day

"Serious Irregularity" in Bank Merger Matter Triggers English Commercial Court's Award Set-Aside

Jones Day on

The Situation: A bank owner and an investor entered into an agreement in which the investor would provide the funds necessary for a merger of two banking entities in return for a minority interest in the acquired bank. The...more

Morris James LLP

Where Is Delaware Corporate Litigation Going?

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There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it. Conversely, sellers too will bear the risk that buyer's remorse...more

Morris James LLP

Court Of Chancery Addresses Who Is To Do Post-Closing Adjustments

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Many contracts for the sale of a company have a provision addressing how the parties should resolve disagreements concerning post-closing adjustments to the sale price. Exactly who is to resolve those disputes (be it an...more

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