News & Analysis as of

Standstill Agreements

Cooley LLP

Alert: Court of Justice of the European Union Clarifies Scope of Standstill Obligation under EU Merger Regulation

by Cooley LLP on

A transaction which falls within the scope of the EU Merger Regulation (EUMR) must be notified to the European Commission (Commission) before closing and must not be implemented until the Commission has issued its clearance...more

Orrick, Herrington & Sutcliffe LLP

European Crackdown On Violations Of Merger Control Procedural Rules Continues

Last year on this Blog we wrote about the uptick in enforcement action by European competition authorities against violations of merger control procedure....more

White & Case LLP

ECJ clarifies the scope of standstill obligations in merger control

by White & Case LLP on

In an important judgment rendered on 31 May 2018, the European Court of Justice (ECJ) ruled that the standstill obligation in the EU Merger Regulation, which prohibits the implementation of a concentration before its...more

Kramer Levin Naftalis & Frankel LLP

Merger Control Alert - La Cour de Justice redonne de la liberté aux entreprises pour les opérations préparatoires aux opérations...

Dans un arrêt du 31 mai 2018 (aff. C-633/16, Ernst & Young), la Cour de Justice de l’Union Européenne (CJUE) précise que la dénonciation d’un accord de coopération en vue de la réalisation d’une opération de concentration qui...more

Kramer Levin Naftalis & Frankel LLP

Merger Control Alert – The European Court of Justice restores companies' freedom to implement preparatory operations for M&A...

In a judgment of 31 May 2018 (Case C-633/16, Ernst & Young), the European Court of Justice (ECJ) ruled that the termination of a cooperation agreement with a view to implementing a M&A transaction prior to its clearing under...more

Sheppard Mullin Richter & Hampton LLP

2018 EU Trade, Regulatory and Competition Trends

Our “trends for 2018” are only a selection of interesting developments to watch for in 2018. Within the political and legislative cycle of the European Union, 2018 promises to be an eventful year, given that it is the last...more

Dechert LLP

Restructuring and Insolvency Bulletin Issue 3 - January 2018: Russian transportation and logistics conglomerate FESCO PLC...

by Dechert LLP on

This case reiterates the opportunity that an English scheme provides to companies in emerging market jurisdictions seeking to restructure their English law debt obligations with international lenders. Mr Justice Snowden’s...more

Polsinelli

The Devil's Dictionary of Bankruptcy Terms: Intercreditor Agreement

by Polsinelli on

The "Devil's Dictionary" is a quick-reference guide for commercial lenders and other restructuring professionals. In this series, we highlight many of the buzz words found in the Dictionary and used in today's bankruptcy...more

Proskauer - Employee Benefits & Executive...

New PBGC-Plan Sponsor Pilot Mediation Project for Early Warning Program and Termination Liability Cases

The Pension Benefit Guaranty Corporation (the “PBGC”) launched a new Pilot Mediation Project to facilitate negotiations with (i) plan sponsors involved in corporate transactions under the purview of the PBGC’s Early Warning...more

Allen & Overy LLP

Standstill agreements: difference between suspension or extension

by Allen & Overy LLP on

Parties often enter into standstill agreements when approaching the expiry of a limitation period. This case shows the difference between suspending time and extending time for the purposes of limitation in a standstill...more

White & Case LLP

State aid: the former French financial support mechanism for solar radiative energy at risk

by White & Case LLP on

By an order dated 15 March 20171, the European Court of Justice (“ECJ”) rules on the compatibility with the European State aid rules of the Ministerial Orders of 10 July 2006 and of 12 January 2010 setting out the feed-in...more

Dentons

Professional negligence - High Court grants summary judgment on limitation grounds

by Dentons on

In Capita ATL Pension Trustees Ltd and others v. Sedgwick Financial Services Ltd and others [2016] EWHC 214 (Ch) Mrs Justice Proudman, sitting in the Chancery Division of the High Court, granted the second defendant's...more

Allen & Overy LLP

Fraud Claims Not Covered By Standstill Agreement

by Allen & Overy LLP on

A standstill agreement that postponed claims that a party "has or may have against the other" did not cover fraud claims. The old epithet "fraud unravels all", although too general and inexact a phrase to be taken simply at...more

Cadwalader, Wickersham & Taft LLP

Delaware Court Leaves Ousted Executive on His Own for Legal Fees

In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents...more

Morrison & Foerster LLP

Many Activist Investors Keep Coming Back for More

by Morrison & Foerster LLP on

When activist investors strike, there’s often a sequel, even if a company has worked to address their concerns. Boards and managements are often tempted to consider a matter closed, once they have engaged with an...more

Jackson Walker

Confidentiality Agreements: How To Draft Them And What They Restrict

by Jackson Walker on

I. Confidentiality Agreements And Their Effects Are Evolving - A confidentiality agreement (also sometimes called a non-disclosure agreement or “NDA”) is typically the first stage for the due diligence process in a...more

Proskauer - Whistleblowing & Retaliation

ARB Says Equitable Modification of SOX Statute of Limitations Saves Untimely Complaint

On March 29, 2013, the Department of Labor’s Administrative Review Board (“ARB”) ruled that a “standstill” agreement between an employer and employee that required both parties to provide notice before initiating legal...more

Ropes & Gray LLP

The Ropes Recap: Mergers & Acquisitions Law News

by Ropes & Gray LLP on

In this issue: *News from the Courts - Refinement re “Don’t Ask, Don’t Waive” Standstill Agreements - Proposed Delaware “Medium-Form Merger” To Create an Alternative to Top-Up Options - Court Rejects...more

Morrison & Foerster LLP

In re BioClinica, Inc. Shareholder Litigation

by Morrison & Foerster LLP on

In In re BioClinica, Inc. Shareholder Litigation, the Delaware Court of Chancery in a memorandum opinion on a motion to expedite examined the cumulative effect of deal protection devices to determine whether they should have...more

Morrison & Foerster LLP

Delaware Court Provides Further Guidance on Enforceability of “Don’t Ask, Don’t Waive” Standstills

by Morrison & Foerster LLP on

On November 27, 2012, a bench ruling by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery in In re Complete Genomics, Inc. Shareholder Litigation enjoined the enforcement of a “Don’t Ask, Don’t Waive”...more

Pepper Hamilton LLP

Delaware Court Of Chancery Clarifies The Enforceability Of ‘Don’t Ask, Don’t Waive’ Provisions In Standstill Agreements

by Pepper Hamilton LLP on

On December 17, 2012, in In re Ancestry.com Inc. S’holder Litig., C.A. No. 7988-VS (Del. Ch. Dec. 17, 2012), the Delaware Court of Chancery issued a bench ruling addressing a recent decision enjoining enforcement of a “Don’t...more

Ropes & Gray LLP

Delaware Chancery Court: “Don’t Ask, Don’t Waive” Standstill Agreements can Breach Board’s Fiduciary Duties

by Ropes & Gray LLP on

We reported in the recent Ropes Recap quarterly M&A newsletter about a bench ruling by Delaware Vice Chancellor Laster calling into question the enforceability of M&A standstill agreements that prohibit bidders from...more

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