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Mergers Mootness

Alston & Bird

Seventh Circuit Deals Another Blow to M&A Disclosure Claims

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Our Securities Litigation Group reviews a recent ruling from the Seventh Circuit that could make it more difficult for shareholders to bring M&A disclosure claims....more

Skadden, Arps, Slate, Meagher & Flom LLP

Seventh Circuit Decision Outlines Framework To Allow Courts To Evaluate Individual Mootness Fees in Merger Challenge Lawsuits

The U.S. Court of Appeals for the Seventh Circuit in Jorge Alcarez, et al. v. Akorn Inc., et al. mapped out one means by which a court may evaluate mootness fees paid to individual shareholders after the voluntary dismissal...more

Woodruff Sawyer

Mootness Fees: Making the Squeeze Not Worth the Juice

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The days of plaintiffs’ firms making bank from frivolous litigation claims in Delaware are rapidly coming to a close. This positive development is yet another reason that Delaware-incorporated companies will want to consider...more

A&O Shearman

Delaware Court Of Chancery Clarifies Standard Applicable To Mootness Fee Awards For Supplemental Disclosures

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On July 6, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a written opinion explaining a prior bench ruling on a mootness fee awarded to plaintiff’s counsel in connection with a putative...more

Dechert LLP

Delaware Court of Chancery Cuts “Merger Taxes” by Holding Supplemental Disclosures Must Be Material to Warrant a Mootness Fee

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Chancellor McCormick of the Delaware Court of Chancery issued an Opinion on July 6, 2023, in Anderson v. Magellan Health, Inc., imposing a new, heightened standard of review of requests for mootness fees predicated on...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Clamps Down on Mootness Fees for Immaterial Supplemental Disclosures

On July 6, 2023, the Delaware Court of Chancery issued an important opinion that seeks to further limit the “merger tax” imposed on many companies in the context of significant M&A transactions. The court declared that future...more

Troutman Pepper

Firms Seeking Mootness Fees for Supplemental Disclosures Suffer Another Blow

Troutman Pepper on

In a recent order, the U.S. District Court for the Southern District of New York denied a $250,000 “mootness fee” request by a stockholder plaintiff’s counsel, arising out of an investor challenge to Microsoft’s $19.7 billion...more

Snell & Wilmer

Federal Court Rejects Request for “Mootness Fee” in Merger Litigation

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A federal court in New York recently dealt a blow to the common litigation practice of plaintiff’s counsel requesting a “mootness fee” when challenging disclosures made by public companies in mergers and other large...more

Goodwin

Delaware Court of Chancery Dismisses Stockholder Derivative Suit for Failure to Allege Demand Futility

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Delaware Court of Chancery Dismisses Stockholder Derivative Suit for Failure to Allege Demand Futility; Connecticut Jury Finds for Defendant in Crypto Currency Fraud Case; Northern District of Illinois Allows Claims...more

Morris James LLP

Citing Trulia and Walgreens Decisions, Federal District Court Orders Plaintiffs’ Counsel to Return Agreed-Upon Mootness Fee

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House v. Akorn, Inc., Consol. Nos. 17-C-5018, 17-C-5022, 17-C-5026 (N.D. Ill. Jun. 24, 2019). Disclosure-only settlements of stockholder class actions have received increased scrutiny following the Delaware Court of...more

Miles & Stockbridge P.C.

Mootness Fees in Maryland Stockholder Litigation

The Delaware Court of Chancery fundamentally altered the M&A litigation landscape when it expressed its skepticism of disclosure-only settlements in the case of In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del....more

Skadden, Arps, Slate, Meagher & Flom LLP

M&A Litigation Developments: Where Do We Go From Here?

Over the last few years, three notable Delaware cases — C&J Energy, Corwin and Trulia — have paved the way for a dramatic shift in the deal litigation landscape. In C&J Energy Services, Inc. v. City of Miami General...more

Skadden, Arps, Slate, Meagher & Flom LLP

Continuing Trends in M&A Disclosure Litigation

Over the past two years, the deal litigation landscape has changed dramatically. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

Proskauer - Minding Your Business

Taming the Bull Rider: Chancery Court Reining in Mootness Fee Awards in Merger Litigation

Last month, the Delaware Chancery Court drastically reduced – from $275,000 to $50,000 – a mootness fee award requested by plaintiffs’ counsel in a lawsuit challenging the merger between PayPal and Xoom Corporation, finding...more

Morris James LLP

Court of Chancery Awards Mootness Fee for “Helpful” Supplemental Disclosures

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The Court of Chancery’s highly-publicized decision in In re Trulia, Inc. Stockholders Litigation, 129 A.3d 884 (Del. Ch. 2016) (Bouchard, C.) (discussed here) took aim at the problem of disclosure-only settlements and...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Court of Chancery Continues to Clarify Views of Disclosure-Based Deal Litigation Settlements"

As previously discussed in Insights: The Delaware Edition, throughout the second half of 2015, the Delaware Court of Chancery began to question its long-standing practice of approving deal litigation settlements involving...more

Morris James LLP

Are Disclosure-Only Claims Dead Yet?

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Are "disclosure only" claims now at an end in Delaware? Following the Delaware Court of Chancery's Jan. 22 decision in In re Trulia, 129 A.3d 884 (Del. Ch. 2016), various commentators have concluded Trulia "likely spells the...more

Morris James LLP

Court Of Chancery Calculates Mootness Benefit In Post-Trulia Decision

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This is an interesting decision for two reasons. First, the decision awards a mootness fee for disclosures and changes to deal protection measures in a merger gone bust. Thus, the opinion is useful precedent in the...more

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