Mergers & Acquisitions Litigation
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Clients with major transactions routinely face shareholder and other litigation seeking to block or enforce a deal. As experienced and business-savvy litigators, we are able to fend off many such cases, often breaking new legal ground in the process.
Ability to Take High-Stakes Cases to Trial Distinguishes Paul, Weiss in Delaware, Partners Tell Law360
Litigation partners Andrew Gordon, Jaren Janghorbani and Andy Bouchard spoke with Law360 in a feature on Paul, Weiss’s Delaware practice.
The Delaware Court of Chancery recently addressed the enforceability of merger agreement provisions related to the recovery of lost-premium damages by the target. The opinion suggests that while Delaware courts will likely not permit the target to recover lost-premium damages for itself or on behalf of stockholders, target stockholders themselves would have that right in certain circumstances.
Delaware Court of Chancery Will Require Supplemental Disclosures to Be “Plainly Material” to Justify Mootness Fee Awards
Recently, splitting with prior precedent, the Delaware Court of Chancery drastically reduced a plaintiff’s mootness fee request and held that, moving forward, plaintiffs can justify a mootness fee only if they obtain supplemental disclosures that are “plainly material," rather than merely “helpful."
Strategic activity ramped up in October, with strategic total deal values reaching their highest levels since February 2021 in the United States and since December 2021 globally. U.S. and global strategic deal values and deal counts were up significantly compared to September. Year over year, strategic deal counts are still down, but strategic deal value is up significantly in the United States and globally.
Paul, Weiss secured the denial of a preliminary injunction motion seeking to halt the $8.3 billion merger between CDK Global, Inc. and Brookfield.
The Delaware Court of Chancery recently clarified the high standard that activists must overcome to reopen the director nomination window of an otherwise valid advance notice bylaw.
Awards & Recognition
Law360 recognized Paul, Weiss as a 2022 “Regional Powerhouse” in Delaware for its pivotal work handling some of the biggest, most high-profile matters in the state.
The Delaware Court of Chancery recently held that a contractual covenant by stockholders not to sue for breach of fiduciary duty in connection with a drag-along sale is enforceable under Delaware law if it is narrowly tailored and reasonable under the circumstances.
Corporate partner Scott Barshay and litigation partner Andy Bouchard will participate in the 35th Annual Tulane Corporate Law Institute hosted by the Tulane University Law School.
Delaware Court of Chancery Dismisses Caremark Claims Against Directors for Failure to Allege Bad Faith Conduct
The Delaware Court of Chancery recently dismissed Caremark oversight claims brought against directors for their alleged failure to address “red flags” of workplace misconduct.
Paul, Weiss secured the dismissal of a shareholder lawsuit and related motion for attorneys’ fees brought in connection with Microsoft’s proposed acquisition of our client, Nuance Communications, Inc., a provider of speech and imaging software.
Representing a special committee of the board of QAD Inc., Paul, Weiss fended off a stockholder’s preliminary injunction motion seeking to block a shareholder vote on QAD’s $2 billion merger with private equity firm Thoma Bravo.
Paul, Weiss won a victory for Goldman Sachs at the Delaware Court of Chancery, when Vice Chancellor Joseph R. Slights III dismissed a claim that Goldman aided and abetted breaches of fiduciary duty in its role as a financial advisor to Genomic Health, Inc.
Paul, Weiss won the dismissal of a claim that our client, Citigroup, aided and abetted alleged breaches of fiduciary duty in its role as a financial advisor to Tesaro, an oncology-focused biopharmaceutical company.
Paul, Weiss secured a resounding victory for Symbiont.io, Inc. in its lawsuit against Ipreo Holdings, LLC, IHS Markit Ltd. and certain of their affiliates in the Delaware Court of Chancery.