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Fiduciary Duty Acquisitions Merger Agreements

2017 Summer review: M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English court decisions and market developments which have taken place and their impact on M&A transactions. This review looks at these developments and gives practical guidance on...more

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

by Shearman & Sterling LLP 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

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

by 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

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

by 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

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

"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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