News & Analysis as of

Publicly-Traded Companies Acquisitions Merger Agreements

Skadden, Arps, Slate, Meagher & Flom LLP

Insights From Delaware Litigators: What We’re Watching in 2024

In 2023, the Delaware courts continued to be called upon to elaborate important rules of corporate law. The year’s docket brought further development in a number of areas, including oversight liability, “busted deal”...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Strictly Construes Right to Discovery of Stockholders Represented By a Contractually Created...

Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise...more

White & Case LLP

M&A MAC Clauses – Implications of Coronavirus

White & Case LLP on

Trends in Material Adverse Change Clauses – Implications of Coronavirus on M&A Transactions - On M&A transactions deal certainty may be a key negotiation issue. Whilst a seller may be reluctant to concede a material...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

White & Case LLP on

The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more

Stinson - Corporate & Securities Law Blog

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

Morris James LLP

Court Of Chancery Explains Difficult Valuation Techniques

Morris James LLP on

This decision deals with the always difficult world of what beta to use in a DCF valuation....more

Eversheds Sutherland (US) LLP

Delaware Supreme Court Addresses Novel Controlling-Stockholder Claim and Clarifies Effect of a Fully Informed, Uncoerced...

The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more

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