News & Analysis as of

Fiduciary Duty Acquisitions Merger Agreements

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

Hogan Lovells

Flannery v. Genomic Health: Mixed consideration deal with 58% stock evades Revlon enhanced scrutiny - Quarterly Corporate / M&A...

Hogan Lovells on

In Flannery v. Genomic Health, Inc., et al. (C.A. No. 2020-0492-JRS (Del. Ch. Aug. 16, 2021)), the Delaware Chancery Court made three key holdings regarding a merger involving mixed consideration of 58 percent stock and 42...more

Skadden, Arps, Slate, Meagher & Flom LLP

Presidio Shines Light on Key Delaware Deal Litigation Trends and Topics

In Firefighters’ Pension System of the City of Kansas City, Missouri Trust v. Presidio, Inc., Vice Chancellor Laster of the Delaware Court of Chancery dismissed claims against directors of Presidio, Inc. (Presidio) and...more

Spilman Thomas & Battle, PLLC

Structured and Leveraged Buyout May Breach Fiduciary Obligations

Most mergers and acquisitions and bankruptcy practitioners are well aware of the ever-increasing use of leveraged buy-out ("LBO") by publicly traded companies and private equity groups alike in highly structured liquidation...more

Troutman Pepper

Fraud on the Board II: Conflicted CEO Tilts Company Sale in PE Firm’s Favor

Troutman Pepper on

In In re Mindbody, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims against the chief executive officer of MINDBODY, Inc. (the Company) arising out of the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

Morris James LLP

Court Of Chancery Permits Validation Of Defective Merger

Morris James LLP on

The Cirillo Family Trust v. Moezinia, C.A. 10116-CB (Del. Ch. July 11, 2018) - This is an interesting decision for three reasons. First, it gives a good discussion of when defective corporate acts can be cured under...more

A&O Shearman

Delaware Chancery Court Dismisses Breach Of Fiduciary Duty Claims By Minority Stockholder Of Subsidiary In Relation To Acquisition...

A&O Shearman on

On May 2, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed a purportedly derivative and putative class action brought by a minority stockholder of software company VMware, Inc. (“VMware”), a subsidiary...more

K&L Gates LLP

Tenders Have the Same Cleansing Effect as Stockholder Votes in Two-Step, Section 251(h) Deals

K&L Gates LLP on

In In re Volcano Corp. Stockholder Litig., C.A. No. 10485-VCMR (Del. Ch. June 30, 2016), the Delaware Court of Chancery held that when a fully informed, uncoerced, disinterested majority in voting power of a target’s...more

Cooley LLP

Blog: Options to Acquire: How these Creative Acquisition Strategies Differ from a Traditional Purchase

Cooley LLP on

Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which...more

Eversheds Sutherland (US) LLP

Delaware Supreme Court Addresses Novel Controlling-Stockholder Claim and Clarifies Effect of a Fully Informed, Uncoerced...

The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Amendments to Delaware General Corporation Law to Facilitate Short-Form Mergers in Two-Step Transactions"

On August 1, 2013, new Section 251(h) of the Delaware General Corporation Law (the DGCL) becomes effective, which will allow consummation of second-step mergers without stockholder approval following a tender or exchange...more

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