News & Analysis as of

Shareholder Approval Mergers

Williams Mullen

[Webinar] M&A Series: The Proxy Solicitation Process in Public Company M&A - June 20th, 11:00 am - 11:30 am EDT

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Please join Williams Mullen partners Larry Parker and Will Halliday as they discuss the proxy solicitation process in public company M&A. Companies with a class of securities registered under the Securities Exchange Act of...more

Smith Anderson

Fourth Circuit Rejects Shareholders’ Security Fraud Claims Based on Optimistic Projections for Merged Company

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In a recent decision,  the Fourth Circuit considered a class action lawsuit brought by shareholders of a biopharma company, INC Research Holdings, Inc. (now Syneos Health Inc.). The shareholders had voted to approve a merger...more

Latham & Watkins LLP

UK Primary Market Reforms Tracker - October 2023

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The purpose of this document is to provide an overview of the key developments around reforming the UK capital markets regime following Lord Hill’s UK Listings Review, launched on 19 November 2020 as part of the UK...more

Morgan Lewis

Delaware Provides Remedy to Multi-Share Class Corporations’ Uncertainty After Boxed

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In Garfield v. Boxed Inc., the Delaware Court of Chancery held that a stockholder’s counsel was entitled to an $850,000 fee resulting from the benefit conferred upon the company by alerting its board of directors that an...more

Allen Matkins

Must An Officer's Certificate Always State That The Board Approval?

Allen Matkins on

Recently, I was looking at the form of Officer’s Certificate of Approval of Agreement of Merger on the Secretary of State’s website.  Paragraph 2 of the form states...more

Allen Matkins

When Merging What Must The Board And Shareholders Approve?

Allen Matkins on

The California General Corporation Law recognizes three subsets of a "reorganization" - a "merger reorganization", an "exchange reorganization", or "sale-of-assets reorganization".  Cal. Corp. Code § 181.  Chapter 11 of the...more

Goodwin

SEC Charges Trust Company With Operating Unregistered Investment Companies

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SEC Charges Trust Company with Operating Unregistered Investment Companies and Failing to Register Securities Offerings. On September 30, the Securities and Exchange Commission (SEC) announced it had settled charges with...more

Lowenstein Sandler LLP

Do Delaware Conversions and Domestications Offer Appraisal Rights? Not under Delaware law.

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Business Law Today previously posted this piece discussing key Delaware General Corporate Law differences between merger, conversions and domestications.  A sometimes forgotten reason for a merger or other major corporate...more

White & Case LLP

Most pending US M&A deals are proceeding as agreed, despite COVID-19

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We highlight the responses companies are taking in light of the current environment and the arguments some buyers are making to terminate transactions. The COVID-19 pandemic has caused a steep decline in US M&A activity in...more

Latham & Watkins LLP

Acquiring a US Public Company: An Overview for the Acquirer

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This guide summarizes certain considerations for a non-US acquirer considering an acquisition of a publicly traded US-based company in a negotiated (i.e., friendly) transaction. In addition to market dynamics and business...more

Nutter McClennen & Fish LLP

M&A 101: Basic Considerations in Transaction Negotiations

Q: What are the key considerations related to any deal structure? There are four: tax effects, transfer of liability, third party consents, and shareholder approval. Tax effects from transactions can be complex and are...more

Allen Matkins

Leaving California By Short-Form Merger Without Shareholder Approval Fugetaboutit!

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California, like Delaware and other states, authorizes a short-form merger procedure. Essentially, this involves a merger of a subsidiary into its parent or vice versa. Under California's statute, the parent corporation must...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

Skadden, Arps, Slate, Meagher & Flom LLP

Can It Be Fixed? Further Judicial Guidance Concerning Sections 204 and 205

As discussed in an earlier edition of Insights: The Delaware Edition, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) provide methods for Delaware corporations to unilaterally ratify defective corporate...more

A&O Shearman

Delaware Court Of Chancery Validates Ratification Of Defective Corporate Acts Impacting Merger And Declines To Expand Universe Of...

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On August 17, 2018, Chancellor Andre G. Bouchard of the Delaware Court of Chancery denied all of plaintiffs’ claims challenging a series of transactions culminating in the acquisition of defendant Design Within Reach, Inc....more

White and Williams LLP

Favorable Market Conditions Lead to Renewed Interest in SPACs

Special purpose acquisition companies (SPACs) have experienced a renewed popularity over the past couple of years due to favorable capital markets conditions. A SPAC is a publicly traded acquisition and investment vehicle...more

Jones Day

Japan Legal Update - Volume 38 | July 2018

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Tokyo Stock Exchange Announces Revisions to Corporate Governance Code - On June 1, 2018, the Tokyo Stock Exchange ("TSE") announced revisions ("Revisions") to the Corporate Governance Code ("CG Code"). The CG Code...more

Morris James LLP

Court Of Chancery Permits Validation Of Defective Merger

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The Cirillo Family Trust v. Moezinia, C.A. 10116-CB (Del. Ch. July 11, 2018) - This is an interesting decision for three reasons. First, it gives a good discussion of when defective corporate acts can be cured under...more

Pillsbury Winthrop Shaw Pittman LLP

Proposals Should Carefully Address Pending Corporate Deals

Lockheed Martin’s recent success in overcoming GAO protests shows that fully explaining a transaction in the works can be a key proposal element. The GAO has denied three protests of a high-profile contract award to...more

A&O Shearman

“You’re Not Fully Clean”: § 220 Inspection Demands Under Corwin

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On December 29, 2017, the Delaware Court of Chancery declined to extend the ruling in Corwin by finding that the approval of a merger by a vote of the disinterested stockholders does not act as an impediment to a properly...more

A&O Shearman

Delaware Chancery Court Declines To Dismiss Fiduciary Duty Claims In Shareholder-Approved Merger, Finding That Shareholders...

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On March 31, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery declined to dismiss a shareholder claim for breach of fiduciary duty against the board of directors (the “Board”) of Saba Software,...more

McCarter & English, LLP

Delaware Law Updates – Pleading Breach of the Implied Covenant of Good Faith and Fair Dealing in the Publicly Traded Master...

In Dieckman v. Regency GP LP, --- A.3d ---, 2017 WL 243361 (Del. Jan. 20, 2017), the Delaware Supreme Court reversed the Court of Chancery[1] and held that the common unitholder plaintiff’s complaint properly stated a claim...more

McCarter & English, LLP

Delaware Law Updates – Board’s Adoption of a Plan of Dissolution Held Not to Be a Breach of the Directors’ Fiduciary Duties

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In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more

Morris James LLP

Court Of Chancery Dismisses Merger Litigation Under The Corwin Doctrine

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This decision applies the Corwin doctrine to dismiss a suit attacking a merger that received stockholder approval. It explains that approval by a fully-informed, uncoerced majority of disinterested and independent...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

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