News & Analysis as of

Shareholders Mergers

Allen & Overy LLP

Delaware Court of Chancery Invalidates “New Wave” Stockholder Agreement Constraining Board Authority

Allen & Overy LLP on

This enduring cornerstone of Delaware corporate law is rooted in Section 141(a) of the Delaware General Corporate Law (“DGCL”): “The business and affairs of every corporation […] shall be managed by or under the direction of...more

Allen Matkins

What Exactly Must A Board Approve When It Approves A Merger?

Allen Matkins on

Last Friday, John Jenkins wrote about another momentous ruling by Chancellor Kathaleen St. J. McCormick.  In Sjunde AP-Fonden v. Activision Blizzard, Inc., 2024 WL 863290 (Del. Ch. Feb. 29, 2024), she ruled...more

Hogan Lovells

Q4 2023 Quarterly Corporate / M&A decisions updates

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This quarter, Delaware courts issued several notable opinions in unique contexts. For example, in a rare reversal, the Delaware Supreme Court rejected the Court of Chancery’s use of “judicial notice” of another court’s ruling...more

Morris James LLP

Chancery Evaluates Supplemental Disclosures to Determine the Corporate Benefit and Awards Plaintiffs a Proportional Fee

Morris James LLP on

Allen v. Harvey, C.A. No. 2022-0248-MTZ (Del. Ch. Oct. 30, 2023) - Delaware cases provide guidance on the standard for evaluating the “corporate benefit” from supplemental disclosures in advance of a stockholder vote – and...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Winter 2024

The oversight obligations of boards continue to expand. Recent enforcement actions and new laws in areas such as cybersecurity, artificial intelligence and supply chains create new challenges for boards, as we explain in this...more

Skadden, Arps, Slate, Meagher & Flom LLP

Shareholder Activism Continues To Increase and Spread in Europe

Key Points - - The number of activist campaigns launched against European companies rose again in 2023, with a new focus on German targets. - Many activists surveyed believe that France offers them good opportunities. -...more

Morris James LLP

Chancery Awards Mootness Fee Applying Recently Adopted Standard

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Assad v. Botha, et al., C.A. No. 2022-0691-LWW (Del. Ch. Oct. 30, 2023) - Here, Vice Chancellor Will awarded a $100,000 mootness fee for “material—and unremarkable—disclosures” following the recently heightened mootness...more

Morris James LLP

2023 Delaware Corporate and Commercial Case Law Year in Review

Morris James LLP on

This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either meaningfully changed...more

Skadden, Arps, Slate, Meagher & Flom LLP

SEC Adopts Final Rules Affecting SPACs and De-SPACs and Provides Related Guidance

On January 24, 2024, the Securities and Exchange Commission (SEC) adopted final rules that impose significant additional procedural and disclosure requirements on initial public offerings (IPOs) by special purpose acquisition...more

Cooley LLP

Cooley’s 2023 Life Sciences M&A Year in Review: Potent Mix of Creativity and Resilience Spurs Activity Heading Into 2024

Cooley LLP on

In a subdued year for global M&A, deal-making in the life sciences industry came in waves, with a busy fourth quarter generating cautious optimism heading into 2024. While the year saw an overall decline in M&A activity (down...more

Morris James LLP

Chancery Denies Specific Performance in De-SPAC Transaction Based on Difficulty of Enforcement and Plaintiff’s Inequitable Conduct

Morris James LLP on

26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., CA No. 2023-0128-JTL (Del. Ch. September 7, 2023) - Even where the parties have contractually agreed that specific performance is the preferred remedy for a breach,...more

Latham & Watkins LLP

Target Engaged: How UK PLCs Can Defend Against Growing US Shareholder Activist Focus in 2024

Latham & Watkins LLP on

The UK market continues to prove a fertile hunting ground for shareholder activism, with US-based investors spearheading a significant proportion of public campaigns during 2023. These seasoned investors with a track record...more

Skadden, Arps, Slate, Meagher & Flom LLP

IRS Expands Scope of Private Letter Ruling Program for Spin-Offs and Other Corporate Transactions

On January 2, 2024, the Internal Revenue Service (IRS) released two revenue procedures updating the IRS guidelines for private letter ruling (PLR) requests, Revenue Procedure 2024-1 and Revenue Procedure 2024-3 (the 2024...more

Smith Anderson

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

Smith Anderson on

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

Allen Matkins

Can A Charter Amendment Fix Con Ed?

Allen Matkins on

In a recent post, Professor Ann Lipton noted a proposed charter amendment intended to address the so-called "Con Ed" problem.   In Consol. Edison, Inc. v. Ne. Utilities, 426 F.3d 524 (2d Cir. 2005),  the stockholders of...more

Morris James LLP

Chancery Declines to Defer to the Deal Price in Appraisal Proceeding Involving a Controller Squeeze-Out Subject to MFW Protections

Morris James LLP on

HBK Master Fund L.P. v. Pivotal Software Inc., C.A. No. 2020-0165-KSJM (Del. Ch. Aug. 14, 2023) - The Delaware Court of Chancery engages in an independent valuation process when determining the fair value of petitioners'...more

Skadden, Arps, Slate, Meagher & Flom LLP

‘Busted Deals’ and Damages: Court of Chancery Clarifies Who Can Recover ‘Lost-Premium’ Damages

In October 2023, Chancellor Kathaleen St. J. McCormick of the Court of Chancery addressed an issue of first impression in Crispo v. Musk, C.A. No 2022-0666-KSJM, holding that “a provision purporting to define a target...more

Skadden, Arps, Slate, Meagher & Flom LLP

Gray Zone: When a UK-Incorporated Company Is Protected by Neither the UK Takeover Code nor US Law

Key Points - U.K.-incorporated companies may assume that they are protected by the - Takeover Code’s rules on bids and other changes of control, but that is not always true if they are listed in the U.S. - Whether...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - December 2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more

Cooley LLP

Navigating Compensation Issues in M&A Deals in a Volatile Market

Cooley LLP on

Compensation matters, including retention packages, equity treatment and related disclosure, are always key negotiating points in M&A transactions. In a challenging M&A market that is stifled by overall volatility and...more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Benefit-of-the-Bargain Damages in Busted Deals and Who Can Seek Them

On October 31, 2023, in Crispo v. Musk, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision addressing an important question that arises in mergers and acquisitions: if one of the parties...more

Skadden, Arps, Slate, Meagher & Flom LLP

The Informed Board - Fall 2023

Boards routinely confront an array of difficult issues. In this issue of The Informed Board, we tackle four of the thorniest and most topical: - How to preserve the integrity of a deal process where a key fiduciary (say,...more

Shearman & Sterling LLP

Addressing The Enforceability Of Con Ed Provisions In Merger Agreements, Delaware Court Of Chancery Rejects Petition For...

On October 31, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued final judgment denying a petition for a mootness fee award to a stockholder—who had previously asserted claims for breach of...more

Morris James LLP

Chancery Provides Additional Analysis of Primedia Claims in MFW Context

Morris James LLP on

City of Dearborn Police and Fire Revised Retirement System (Chapter 23) et al. v. Brookfield Asset Management Inc., C.A. No. 2022-0097-KSJM (Del. Ch. June 21, 2023) - In a short letter decision, Chancellor McCormick...more

Conyers

Trina Solar: A Warning Regarding Reliance on Merger Price and Deficient Disclosure in s238 Proceedings

Conyers on

The successful appeal by dissenting shareholders in Trina Solar provides key insights into the importance of establishing a robust merger process, the company’s burden to make all relevant information available in appraisal...more

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