News & Analysis as of

Shareholder Rights Merger Agreements

Kramer Levin Naftalis & Frankel LLP

Once More Unto the (Material) Breach: Twitter Sues Elon Musk to Enforce Agreement

On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase...more

Hendershot Cowart P.C.

What Are Drag Along Rights in a Shareholder Agreement?

Hendershot Cowart P.C. on

Drag-along rights are contractual provisions – usually within a shareholder agreement – that provide majority shareholders with the right to force minority shareholders’ participation in the future sale of a company....more

K&L Gates LLP

Chancery Court Honors Shareholder Representative Provision Holding Selling Stockholders Are Not Real Parties-In-Interest

K&L Gates LLP on

In Fortis Advisors LLC, v. Allergan W.C. Holding Inc., C.A. No. 2019-0159-NTZ (Del. Ch. May 14, 2020), a shareholder representative appointed pursuant to a merger agreement asserted a claim on behalf of selling stockholders...more

Lowenstein Sandler LLP

New Research: Do Managers of a Target Corporation Withhold Good News?

Does increased appraisal risk have an effect on manager behavior?  Recent research (unpublished) suggests it does. In this paper (earlier version), the author examines target manager disclosure behavior before and after the...more

Stinson - Corporate & Securities Law Blog

Shareholder Representative Provision Precludes Discovery From Selling Shareholders

Fortis Advisors LLC, v. Allergan W.C. Holding Inc. addressed defendant Allergan’s request for an order requiring the former stockholders of Oculeve, Inc. to participate in discovery as real parties in interest and to be...more

White & Case LLP

Peak performance: US M&A in 2018: Deal changing decisions from Delaware

White & Case LLP on

In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future. Three cases affecting US M&A stood out in 2018....more

Farrell Fritz, P.C.

Top 10 Business Divorce Cases of 2016

Farrell Fritz, P.C. on

I’m pleased to present my 9th annual list of this past year’s ten most significant business divorce cases. The list includes important appellate rulings by the First and Second Departments on dissolution of foreign business...more

Foster Garvey PC

New Changes to Korean M&A Laws

Foster Garvey PC on

Thanks to our friends at Yulchon LLC in Seoul, we’ve learned about some changes to the M&A laws in Korea, which will take effect this month (February, 2016). They include the following developments...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Amendments to Delaware General Corporation Law to Facilitate Short-Form Mergers in Two-Step Transactions"

On August 1, 2013, new Section 251(h) of the Delaware General Corporation Law (the DGCL) becomes effective, which will allow consummation of second-step mergers without stockholder approval following a tender or exchange...more

Morrison & Foerster LLP

Applicability of Proposed Amendment to Section 251 of the DGCL to Hostile Offers

The Delaware State Bar Association has recently proposed an amendment to the Delaware General Corporation Law (the “DCGL”) that would significantly modify the way acquisitions of Delaware public companies are effected by...more

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