In Short - The Situation: The Delaware Court of Chancery recently held that supplemental disclosures must be "material" to warrant mootness fees in litigation challenging the disclosures for M&A transactions. Anderson v....more
On July 6, 2023, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a written opinion explaining a prior bench ruling on a mootness fee awarded to plaintiff’s counsel in connection with a putative...more
Chancellor McCormick of the Delaware Court of Chancery issued an Opinion on July 6, 2023, in Anderson v. Magellan Health, Inc., imposing a new, heightened standard of review of requests for mootness fees predicated on...more
On July 6, 2023, the Delaware Court of Chancery issued an important opinion that seeks to further limit the “merger tax” imposed on many companies in the context of significant M&A transactions. The court declared that future...more
In a recent decision from the United States District Court for the Southern District of New York, a federal Judge pushed back against the common but abusive practice of “mootness fee” payoffs in public M&A deals. In the...more
In a recent order, the U.S. District Court for the Southern District of New York denied a $250,000 “mootness fee” request by a stockholder plaintiff’s counsel, arising out of an investor challenge to Microsoft’s $19.7 billion...more
IN THIS ISSUE - Eleventh Circuit Overturns Dismissal of Cryptocurrency Ponzi Scheme Class Action Suit; Federal Court of Appeals Dismisses Leading Fannie Mae and Freddie Mac Shareholder Lawsuits; NY Seeks Blockchain...more
A federal court in New York recently dealt a blow to the common litigation practice of plaintiff’s counsel requesting a “mootness fee” when challenging disclosures made by public companies in mergers and other large...more
Did a trial court err in excluding evidence of subsequent formal diagnosis of autism when potentially alternative cause of current condition of minor? Julien Florez v. Northshore University Healthsystem d/b/a Evanston...more
The SEC announced last week that in light of COVID-19 concerns, the Division of Corporation Finance is providing a temporary secure file transfer process for the submission of (i) supplemental materials that are requested by...more
Disclosure-only settlements of M&A class actions have received increased scrutiny since decisions like the Delaware Court of Chancery’s 2016 Trulia opinion and the U.S. Court of Appeals for the Seventh Circuit’s Walgreens...more
The Delaware Court of Chancery fundamentally altered the M&A litigation landscape when it expressed its skepticism of disclosure-only settlements in the case of In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del....more
Takeaway: Strike suits against corporate mergers are often resolved in worthless “disclosure-only” settlements. Derided as a “peppercorn and a fee,” a disclosure-only settlement provides no monetary relief to the...more
On February 8, 2018, Justice Shirley Werner Kornreich of the New York Supreme Court denied a motion for final approval of a disclosure-only settlement in a class action suit brought by shareholders of Martin Marietta...more
The North Carolina Business Court recently approved a “disclosure settlement” of a merger challenge, suggesting that in North Carolina such settlements may remain a viable means of resolving merger lawsuits – at least where...more
Litigation involving Delaware corporate law is undergoing major changes. Some commentators predict that Delaware will cease to be the favored forum for M&A litigation. While we disagree with that forecast, it is important to...more
The Delaware Courts took a significant step in 2016 to reduce the filing in Delaware of lawsuits aimed at procuring disclosure only settlements (meaning settlements that involve only the provision of additional information...more
At the risk of kicking the CFPB while it’s down, a question worth asking is: how does it actually litigate once a “covered person”[1] decides to resist? Setting aside the noteworthy PHH case, the vast majority of enforcement...more
Throughout the second half of 2015, the Delaware Court of Chancery began questioning its long-standing practice of approving deal litigation settlements involving broad releases for defendants in exchange for disclosure (or...more
After nearly a decade of prominence, disclosure-only settlements may be going extinct. These settlements occur in class action cases arising from the announcement of a merger or acquisition. The plaintiff class alleges that...more
Last month, the Delaware Chancery Court drastically reduced – from $275,000 to $50,000 – a mootness fee award requested by plaintiffs’ counsel in a lawsuit challenging the merger between PayPal and Xoom Corporation, finding...more
In yet another strongly-worded opinion, the Seventh Circuit rejected the proposed settlement of a Walgreens’ shareholder strike suit in which the class obtained “worthless” supplemental disclosures but class counsel received...more
It seems that the announcement of any corporate transaction triggers a race to the courthouse by plaintiffs’ firms. These firms specialize in filing class action lawsuits demanding additional disclosures for the benefit of...more
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
In In re Walgreen Co. Stockholder Litigation, No. 14 C 9786, 2016 WL 4207962 (7th Cir. Aug. 10, 2016) (Posner, J.), the United States Court of Appeals for the Seventh Circuit issued a highly charged opinion critical of an...more