News & Analysis as of

Merger Agreements

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

Second Circuit Affirms Arbitration Award Finding No Disregard Of Merger Agreement Or Manifest Disregard Of Delaware Law

by Carlton Fields on

In a summary order, the Second Circuit affirmed a judgment confirming an arbitral award of damages for breach of a merger agreement between respondents Sirona Dental Systems, Inc. and Arges Imaging Inc. (“Sirona”) and...more

Identifying Basis

by Alston & Bird on

Reg. Section 1.356-1(b) contains a surprising and sometimes overlooked rule: For purposes of computing the gain, if any, recognized pursuant to section 356 and paragraph (a)(1) of this section, to the extent the terms of...more

Blog: The Art of Drafting Milestones for an Earn-Out

by Cooley LLP on

Former stockholders of SARcode Bioscience were recently denied a claim that they were entitled to be paid $425 million in milestone payments under a merger agreement. The decision provides an anecdotal lesson in drafting...more

Practice Pointers on Choosing Standards: “Commercially Reasonable Efforts,” “Best Efforts” and Similar Standards

by Morrison & Foerster LLP on

Background - Contracting parties frequently use terms such as “commercially reasonable efforts,” “reasonable efforts,” “best efforts” or similar standards when describing their expectations regarding the performance of a...more

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

by Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

Public M&A Deal Addresses New Revenue Recognition Standard

A recent public company acquisition transaction addresses FASB’s new revenue recognition standard. In the transaction, Envestnet (NYSE: ENV), a provider of systems for wealth management and financial wellness, announced that...more

Cyberattacked: The SEC Joins the Club

by Bracewell LLP on

On September 20, the Securities and Exchange Commission announced that its system for electronic filing for public company disclosures, EDGAR, was compromised last year and that hackers may have used exposed information for...more

New Notification Conditions for Italian Mergers and Acquisitions

by Bryan Cave on

On 29 August 2017, Law No. 124 of 2017 entered into force and amended Section 16 (1) of Law No. 287 of 1990 (the Italian competition law) that provides for prior notification system of all mergers and acquisitions in Italy...more

Litigation Issues Arising from M&A Transactions - Don't Cut Corners: How Legal Shortcuts May Come Back to Haunt You Later

by Bryan Cave on

On September 20, San Francisco Partner Meryl Macklin and Los Angeles Partner Katherine Ashton hosted a webinar on the litigation issues arising from M&A transactions and how legal shortcuts could come back to haunt...more

Amendments to Connecticut Business Corporation Act Effective October 1, 2017

by Murtha Cullina on

Public Act No. 17-108, titled An Act Concerning Limited Liability Companies and Business Corporations (the "Act"), has amended the Connecticut Business Corporation Act ("CBCA"). Effective October 1, 2017, the Act amends the...more

Delaware Law Updates – Anti-Reliance Provision In Merger Agreement Justifies Non-Payment Of Working Capital Deficiency

by McCarter & English, LLP on

Sparton Corp. v. O’Neil, et al., C.A. No. 12403-VCR (Del. Ch. Aug. 9, 2017) – In this opinion, the Delaware Court of Chancery addressed a situation in which a purchaser of a company discovered that the actual amount of...more

Finding the Right Law Firm Merger Candidate - Five Fundamentals

by Hayse LLC on

Law firm mergers are a regular occurrence in today’s American legal landscape. Large or small, they happen because law firms and their leaders see merger has meeting a perceived need. Whether seeking greater market share,...more

M&A Global Intelligence Series: American Deal Terms

by DLA Piper on

With regulatory constraints currently making it challenging to get capital out of China, the Pound Sterling continuing to suffer Brexit-related weakness and the NZ$ having softened against the Greenback, we expect North...more

Considering Law Firm Merger? Four Disciplined Steps to Getting It Right

by Hayse LLC on

In the case of many law firms competing in today’s legal environment, growth is important. Some growth is done quietly while other expansion is discussed widely. Growth in the form of law firm merger gets everyone’s...more

Delaware Chancery Court Dismisses Post-Closing Fiduciary Duty Claims, Finding The Complaint Failed To Plead Bad Faith

by Shearman & Sterling LLP on

On August 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder suit asserting breach of fiduciary duty claims against the directors of MeadWestvaco Corporation (“MW”) in connection...more

Taxpayers Bear The Tax Consequences Of Business Decisions

by Farrell Fritz, P.C. on

It is a basic precept of the tax law that the substance of a transaction, rather than its form, should determine its tax consequences when the form of the transaction does not coincide with its economic reality. This...more

Minnesota Supreme Court Rejects Delaware Test for Direct Versus Derivative Action

In a case arising out of the inversion transaction where Medtronic merged with Coviden, the Minnesota Supreme Court spoke on the proper test of determining when an action is derivative or direct in In re Medtronic, Inc....more

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