Private Equity, Controlling Stockholders, Mergers

Bridging the M&A Gap: Independent Counsel and Minority Shareholder Protection

Stradling Yocca Carlson & Rauth on 4/22/2025

When a private company is being sold, it is necessary for its minority shareholders to be mindful of protecting their own individual interests when diverging from the controlling shareholder’s interests. Because the...more

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

Skadden, Arps, Slate, Meagher & Flom LLP on 6/25/2024

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

2024 Insights: Corporate Trends

Skadden, Arps, Slate, Meagher & Flom LLP on 12/22/2023

Global M&A Activity Endures Headwinds in 2023 and Displays Resilience Going Into 2024 - Despite market headwinds, dealmakers have looked to carveouts, spin-offs, joint ventures and other creative deal structures to engage...more

Private Credit Deep Dives – Change of Control (United States)

Proskauer Rose LLP on 10/3/2023

After an unprecedented post-COVID boom, M&A activity has slowed in recent months, with overall global M&A value down as much 44% in the first five months of 2023, according to a recent report by Bain & Company. Against this...more

METI issues "Fair M&A Guidelines" and publishes an English version

White & Case LLP on 10/3/2019

Japan's Ministry of Economy, Trade and Industry completely revised the 2007 MBO guidelines on June 28, 2019. The new guidelines, now termed "Fair M&A Guidelines," include within their scope acquisitions by controlling...more

Fifth Circuit Rules That Corporate Charter Provision Requiring Shareholder Consent for Bankruptcy Filing Is Enforceable but...

Jones Day on 10/11/2018

In a highly anticipated decision, the U.S. Court of Appeals for the Fifth Circuit recently affirmed a bankruptcy court order dismissing a chapter 11 case filed by a corporation without obtaining—as required by its corporate...more

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

Skadden, Arps, Slate, Meagher & Flom LLP on 11/18/2016

There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

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