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Mergers Supplemental Disclosures

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

Seyfarth Shaw LLP

Judge Posner Called It a “Racket”: A Federal Judge Pushes Back Against a Very Similar “Mootness Fee” Petition in Federal Merger...

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In a recent decision from the United States District Court for the Southern District of New York, a federal Judge pushed back against the common but abusive practice of “mootness fee” payoffs in public M&A deals. In the...more

Troutman Pepper

Firms Seeking Mootness Fees for Supplemental Disclosures Suffer Another Blow

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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

Goodwin

Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit

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IN THIS ISSUE - Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit; Federal Court of Appeals Dismisses Leading Fannie Mae and Freddie Mac Shareholder Lawsuits; NY Seeks Blockchain...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

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

Kilpatrick

New York Trial Court Does Its Best To Shore Up Standard for Approving Disclosure-Only Class Action Settlements

Kilpatrick on

Takeaway: Strike suits against corporate mergers are often resolved in worthless “disclosure-only” settlements. Derided as a “peppercorn and a fee,” a disclosure-only settlement provides no monetary relief to the...more

A&O Shearman

New York Court Denies Approval Of Disclosure-Only Settlement, Finding Supplemental Disclosures "Useless"

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On February 8, 2018, Justice Shirley Werner Kornreich of the New York Supreme Court denied a motion for final approval of a disclosure-only settlement in a class action suit brought by shareholders of Martin Marietta...more

Smith Anderson

“Disclosure Settlements” Live On In North Carolina Merger Litigation – But Will the Fee Awards Continue to Justify Lawsuits?

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The North Carolina Business Court recently approved a “disclosure settlement” of a merger challenge, suggesting that in North Carolina such settlements may remain a viable means of resolving merger lawsuits – at least where...more

Morris James LLP

Where Is Delaware Corporate Litigation Going?

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Litigation involving Delaware corporate law is undergoing major changes. Some commentators predict that Delaware will cease to be the favored forum for M&A litigation. While we disagree with that forecast, it is important to...more

Roetzel & Andress

Disclosure Only Settlements - the Effect of Choice of Law

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The Delaware Courts took a significant step in 2016 to reduce the filing in Delaware of lawsuits aimed at procuring disclosure only settlements (meaning settlements that involve only the provision of additional information...more

BakerHostetler

The End of Disclosure-Only Settlements in Securities Class Actions?

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After nearly a decade of prominence, disclosure-only settlements may be going extinct. These settlements occur in class action cases arising from the announcement of a merger or acquisition. The plaintiff class alleges that...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

Proskauer - Corporate Defense and Disputes

Seventh Circuit Adopts Trulia Standard for Disclosure-Only Settlements

Last week, in an opinion authored by Judge Richard Posner, the U.S. Court of Appeals for the Seventh Circuit rejected a proposed class-action settlement arising from Walgreen Co.’s acquisition of the Swiss-based pharmacy...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

Brooks Pierce

"Giving" And "Getting": The NC Business Court On Disclosure Only Class Action Settlements

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Disclosure only settlements are in deep trouble in Delaware based on the Court of Chancery's recent decision in In re Trulia Inc. Stockholder Litigation. That decision is said to have sounded a "death knell" in Delaware for...more

Morrison & Foerster LLP

Delaware Chancery Court Rejects Disclosure-Only Settlement in Trulia/Zillow Merger Litigation, Making Clear Such Settlements Will...

On January 22, 2016, Delaware Chancellor Andre C. Bouchard rejected a proposed “disclosure-only” settlement in In re Trulia Stockholder Litigation. The decision confirms the Chancery Court’s growing skepticism for...more

Proskauer - Corporate Defense and Disputes

Delaware Court of Chancery Rejects Another Disclosure-Only M&A Settlement and Warns of “Increasingly Vigilant” Scrutiny

The Delaware Court of Chancery dealt another blow to disclosure-only settlements of merger litigation and refused to approve a proposed class-action settlement arising from Zillow, Inc.'s acquisition of Trulia, Inc. ...more

Proskauer - Corporate Defense and Disputes

A Farewell to Alms? Peppercorn Settlements of M&A Litigation

An apparently frustrated Delaware Vice Chancellor recently approved yet another disclosure-only settlement of yet another challenge to a merger, but seemed intent on signaling that such proposed class-action settlements might...more

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