News & Analysis as of

Merger Agreements

The Italian Competition Authority Updates the Merger Notification Thresholds

by Shearman & Sterling LLP on

By a decision adopted on 7 March 2018 and published in its Bulletin of 12 March 2018, the Italian Competition Authority has updated the thresholds for merger notification, adjusting them to the inflation rate. The new...more

Delaware Court Of Chancery Uses DCF Analysis To Arrive At Fair Value Below Deal Price, Even Though Deal Process Was Not "Dell...

by Shearman & Sterling LLP on

On February 23, 2018, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery ruled, based on his own discounted cash flow (“DCF”) analysis, that the fair value of AOL Inc. (“AOL”) was below the deal price paid by...more

M&As – Novation and Recertification

by Williams Mullen on

In this podcast, we’ll address the who, what, when and why of obtaining government consent in the world of mergers and acquisitions....more

Delaware Court of Chancery Concludes that Company’s Unaffected Market Price Is the Best Evidence of Fair Value for Appraisal...

by Ropes & Gray LLP on

Hewlett-Packard Company acquired Aruba Networks, Inc. for $24.67 per share in 2015. In Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., an appraisal proceeding filed in connection with the transaction, the Delaware...more

When Deal Making and Government Consent Merge: The Who, What, When, Where, and Why of Novation Agreements

by Williams Mullen on

Over the past year, there has been a tremendous amount of merger and acquisition activity, and the government contracting industry has been no exception. Along with the traditional concerns involved in the M&A world,...more

Court Of Chancery Adopts Market Price In Appraisal Valuation

by Morris James LLP on

Verition Partners Master Fund Ltd. V. Aruba Networks Inc., C.A. 11448-VCL (February 15, 2018) - This appraisal case adopts the target’s market price as its fair value....more

Key Developments in Delaware Corporation Law in 2017

Developments in appraisal law, the application of Corwin v. KKR Financial Holdings LLC in post-closing damages actions and the potential expansion of Kahn v. M&F Worldwide Corporation (MFW) — a case examining the standard of...more

2017 Delaware Corporate Law and Litigation Year In Review

In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to...more

DAMITT 2017 Year in Review – Number of Significant Antitrust Merger Investigations Declines in the US and Europe But...

by Dechert LLP on

Fast Facts - The length of significant U.S. merger investigations climbed to an average of 10.8 months in 2017, a new DAMITT record, despite the number of investigations dropping by more than 20%. There are signs of a...more

2017 Half-year in review - M&A legal and market developments

by White & Case LLP on

We set out below a number of interesting English and European 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...more

CFIUS's Failure to Approve Chinese Investment in Money Transfer Services Company Indicates Higher Hurdles for Chinese Investment...

by Bryan Cave on

On January 2, 2018, MoneyGram International Inc. and Ant Financial Services Group announced that they had terminated their Amended Merger Agreement after they were unable to obtain approval of the transaction from the...more

Does Choice Of Law Include The Parol Evidence Rule?

by Allen Matkins on

On the antepenultimate day before Christmas, the California Court of Appeal issued an opinion that should be of interest and concern to lawyers documenting merger and acquisition agreements. Kanno v. Marwit Capital, No....more

Federal Court Enjoins North Dakota Physician Practice Merger

by Holland & Knight LLP on

On December 15, 2017, United States Magistrate Judge Alice Senechal of the District of North Dakota entered an order preliminarily enjoining the merger between two large physicians practices in the Bismarck/Mandan market,...more

Delaware Supreme Court reinforces the importance of deal price in appraisal proceedings

by Hogan Lovells on

In Dell Inc. v. Magnetar Global Event Driven Master Fund, Ltd., the Delaware Supreme Court reversed the Court of Chancery’s determination in an appraisal proceeding relating to the 2013 management-led buyout of Dell Inc....more

Delaware Supreme Court Reverses Controversial Dell Appraisal Ruling

by Seyfarth Shaw LLP on

Seyfarth Synopsis: The Delaware Supreme Court issued its much-anticipated unanimous decision last Thursday in the “long-running appraisal saga” that took place following the 2013 management-led buyout of Dell. In reversing...more

M&A Update: Delaware Supreme Court Emphasizes Deal Price in Appraisal Litigation

On December 14, the Delaware Supreme Court released a long-awaited opinion in Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd. that reversed and remanded a high-profile appraisal case decided by the Delaware Court...more

Litigation Issues Arising from M&A Transactions - Litigating Bankruptcy and Fraudulent Conveyance Issues in M&A Deals: Are the...

by Bryan Cave on

San Francisco Partner Meryl Macklin and Los Angeles Partner Sharon Weiss and Counsel Rosario Vizzie hosted a webinar Dec. 7 on the litigation bankruptcy and fraudulent conveyance issues in M&A deals. Please see full...more

Beware the tail of the dog: 5 tips in dealing with employee benefits in mergers and acquisitions

by Thompson Coburn LLP on

In the context of the age-old M&A mantra “Don’t let the tail wag the dog,” employee benefits are usually relegated to the role of “tail of the dog.” However, employee benefit matters relating to a merger or acquisition can...more

German Public M&A Q1 – Q3 2017: Overview and current issues

by White & Case LLP on

German Takeovers in the headlines of the press - So far this year, three takeover bids have made headlines in the German financial press. After major struggles between the executive board, supervisory board and...more

Court of Chancery Addresses the Effect of Corwin and Garner in the Section 220 Context

Since its issuance in 2015, the Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC has been routinely applied, in appropriate circumstances, to dismiss post-closing deal litigation. However, Corwin’s...more

Five Reasons for Law Firms to Think About a Merger in 2018

by Hayse LLC on

There is much to do when a law firm closes out its year. Getting bills out, collecting receivables, paying bonuses, and distributing profits are but a few of the things that get the attention of leadership. As long as the...more

Delaware Courts Continue to Define Appropriate Valuation Methodologies for Statutory Appraisal

Statutory appraisal actions remain one of the most closely watched areas of Delaware corporate law, and there have been significant developments in Delaware appraisal law. Recently, the Delaware Supreme Court provided...more

SEC Comment about “Affiliate” Stockholder in Public Float Calculation

by Bass, Berry & Sims PLC on

In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more

Court Of Chancery Favors Plain Language In Earn-Out Dispute And Declines To Imply Contractual Terms

by Morris James LLP on

Greenstar IH Rep. LLC v. Tutor Perini Corporation, C.A. No. 12885-VCS (Oct. 31, 2017) - With every contract under Delaware law comes the obligation to not act so as to deprive the counter party of the benefit of its...more

Delaware Supreme Court Affirms Delaware Court Of Chancery's Use Of Its Own DCF Method To Determine Fair Value After...

by Shearman & Sterling LLP on

On October 30, 2017, the Delaware Supreme Court affirmed the decision of the Delaware Court of Chancery determining the fair value of ISN Software Corp. (“ISN”) in an appraisal action brought by minority stockholders...more

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