Certain class action settlements—like employment and consumer settlements—will very often draw objections from absent class members. But other types of settlements with more sophisticated absent class members—like antitrust...more
On December 6, 2019, a divided Second Circuit panel concluded that settlement proposals in accepted offers of judgment under FRCP 68 are not subject to judicial review and approval. Mei Xing Yu et al. v. Hasaki Restaurant...more
On October 29, 2019, Chancellor Andre G. Bouchard of the Delaware Court of Chancery granted partial summary judgment to a common unitholder of Regency Energy Partners LP (“Regency”) challenging a merger with an affiliate of...more
The Sixth Circuit recently held that Arizona lacked standing to intervene in, and object to, a nationwide class settlement at the settlement fairness hearing. The underlying case involved Tristar Products’ defective pressure...more
Japan's Ministry of Economy, Trade and Industry completely revised the 2007 MBO guidelines on June 28, 2019. The new guidelines, now termed "Fair M&A Guidelines," include within their scope acquisitions by controlling...more
Dr. Kenneth Economy was employed by East Bay Anesthesiology Medical Group (“Anesthesia Group”), which held an exclusive contract to provide anesthesia services at The East Bay Hospital (“Hospital”). During asurprise...more
In a decision affecting California hospitals, medical groups, medical staffs, and physicians, the California First District Court of Appeal has concluded that a physician’s notice and hearing rights apply to situations where...more
Economy v. Sutter East Bay Hospitals (Feb. 4, 2019, A150211, A150738, A150962) __ Cal.App.5th __ [2019 WL 422346] - The California First District Court of Appeal has addressed an issue often dealt with by hospitals with...more
Section 3(a)(10) of the Securities Act provides an exemption from Securities Act registration for offers and sales of securities in specified exchange transactions. There are several conditions to the exemption, including...more
There are several reasons that a California corporation may want to reincorporate to Delaware. Venture capital funds or other investors may demand a reincorporation to Delaware as a condition to financing. Cumulative voting...more
In addition to the deal-structuring issues that typically arise in any acquisition, M&A transactions involving a party incorporated or based in California raise a number of special issues and opportunities. Some of these...more
The last two sentences of Section 1101 of the Corporations Code can be an unwonted surprise to some practitioners. They are intended to ensure fair treatment of shareholders in a merger by imposing two requirements...more
Supreme Court Holds Defendant Cannot Moot Putative Class Action by Making Unaccepted Offer of Judgment for Complete Relief to Representative Plaintiff - In Campbell-Ewald Co. v. Gomez, No. 14-857, 2016 U.S. LEXIS 846 (S....more
Pet-food maker Blue Buffalo will pay $32 million to settle 13 consumer class action suits, the company announced last month. The 13 class actions—which pet owners originally filed in California, Connecticut, Florida,...more
On October 24, 2014, the Delaware Court of Chancery issued a decision, In Re: Crimson Exploration Inc. Stockholder Litigation, addressing when: (i) a stockholder with less than majority voting power may be deemed a...more
Yesterday, The Guardian reported that Facebook had acquired Oculus VR using a combination of cash and stock. Facebook avoided SEC registration by availing itself of a fairness hearing before the Department of Business...more
Decisions on corporate plans of arrangement tend to be of two varieties. Most are fairly straightforward decisions, where the applicant proves that it complied with the interim order already issued by the court, shows that a...more
During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more
Financial advisors should remain keenly aware that, in recent years, plaintiffs and courts have been more carefully scrutinizing fairness opinions rendered in the context of public M&A transactions. Post-Great Recession, the...more
The Organisation for Economic Co-operation and Development (OECD) issued an “Action Plan” to tackle “Base Erosion and Profit Shifting” (“BEPS”) on 19 July 2013. The concept of BEPS covers a range of international tax...more
Last August, the Department of Corporations approved the acquisition of Instagram, Inc. by Facebook, Inc. following a fairness hearing. See DOC Calls It Fair. According to this Los Angeles Times story by Salvador Rodriguez,...more