Events & Publications
- May 20, 2020
- Publications
The Delaware Court of Chancery recently held in The Frederick Hsu Living Trust v. Oak Hill Capital Partners that a controlling stockholder and its board designees did not breach their fiduciary duties in connection with the…
- May 04, 2020
- Publications
The court held that two minority stockholders did not effectively become controllers of a company by rolling over their shares in a going-private merger with the company’s majority stockholder.
- Apr 06, 2020
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2020.
- Mar 06, 2020
- Publications
Currently, the impacts of the coronavirus (COVID-19) would not likely trigger the typical MAE termination right. However, this may change depending on the outbreak’s duration, disproportionate industry or company impacts and whether…
- Mar 04, 2020
- Publications
The Delaware Court of Chancery recently confirmed in Salladay v.Lev that conditioning a conflicted (but non-controller) transaction upon approval by a fully empowered, disinterested and independent special committee can restore the…
- Jan 21, 2020
- Publications
In BlackRock Credit Allocation Income Trust v. Saba Capital Master Fund, Ltd. (available here), the Delaware Supreme Court held that two publicly traded, closed-end fund trusts advised by BlackRock Advisors, LLC were not required to…
- Jan 13, 2020
- Publications
Late Friday, the Department of Justice (DOJ) and Federal Trade Commission (FTC) issued draft vertical merger guidelines for public comment. The guidelines provide important insight for business people and their advisors into how the…
- Jan 07, 2020
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2019.
- Nov 13, 2019
- Publications
Breach of the duty of oversight claims against Delaware directors are known as “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment.”
- Oct 03, 2019
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2019.
- Jul 25, 2019
- Publications
Recently in In re: Appraisal of Jarden Corporation, the Delaware Court of Chancery appraised the fair value of Jarden Corporation to be the unaffected market price of the company’s shares, which was approximately 18% less than the…
- Jul 10, 2019
- Publications
Recently in Arkansas Teacher Retirement System v. Alon USA Energy, Inc., the Delaware Court of Chancery (in an opinion by Vice Chancellor McCormick) held, on a motion to dismiss, that Delek US Holdings, Inc.’s acquisition of Alon may…
- Jul 09, 2019
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2019.
Litigation partner Andrew Gordon spoke on the “Interpreting Merger Agreements” panel at the Practising Law Institute’s 2019 Delaware Law Developments Program.
- Apr 25, 2019
- Publications
On April 23, 2019, the Supreme Court issued a one-line per curiam order in Emulex v. Varjabedian: “The writ of certiorari is dismissed as improvidently granted.”
- Apr 12, 2019
- Publications
In Olenik v. Lodzinski, the Delaware Supreme Court held that plaintiffs had sufficiently pled facts that the dual protections of a special committee and majority-of-the-minority-vote under the MFW roadmap was not in place before the…
- Apr 08, 2019
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2019.
Litigation partner Jaren Janghorbani will speak on a panel at the Practising Law Institute’s program, “Drafting and Negotiating Corporate Agreements 2019.”
Litigation partner Susanna Buergel spoke on a panel at the Practising Law Institute’s program, “Mergers & Acquisitions 2019: Advanced Trends and Developments."
Firm chairman Brad Karp and corporate partner Steve Williams will participate in the New York City Bar’s seventh annual Securities Litigation & Enforcement Institute.
Litigation department co-chair Ted Wells will speak at the New York City Bar’s CLE program, “Giants of the Criminal Bar Trial: Winning Strategies.”
- Jan 09, 2019
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the fourth quarter of 2018.
- Dec 14, 2018
- Publications
Recently in In re Xura, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss fiduciary duty claims against the CEO of Xura, Inc. for his actions in negotiating a sale of the company
- Nov 29, 2018
- Publications
The Delaware Court of Chancery recently held in In re Tangoe, Inc. Stockholders Litigation that directors who approved a sale of the company were not entitled to business judgment protection under Corwin v. KKR Financial Holdings LLC…
Litigation partner Rick Rule will speak at The Brazilian Institute of Studies on Competition, Consumer Affairs and International Trade’s (IBRAC) 24th Annual International Seminar on Competition Law, which takes place from October 24…
- Oct 16, 2018
- Publications
In Flood v. Synutra International, Inc., the Delaware Supreme Court affirmed the Court of Chancery’s holding that the controlling shareholder satisfied MFW’s “ab initio” requirement by conditioning the deal on the required procedural…
- Oct 05, 2018
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the third quarter of 2018.
- Oct 02, 2018
- Publications
Joe Bial, Andy Forman, Jonathan Kanter, Rick Rule and Aidan Synnott co-authored an article, "DOJ Merger Review Reform Is Welcome News," that appeared on October 2 in the Expert Analysis section of Law360.
- Jul 30, 2018
- Publications
The recent Delaware Court of Chancery opinion in Olenik v. Lodzinski held that the parties to an acquisition had met the now well-known roadmap for controller transactions to receive business judgment review under Kahn v. M&F…
- Jul 12, 2018
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the second quarter of 2018.
- Jun 29, 2018
- Publications
Recently the Delaware Court of Chancery dismissed claims that a private equity firm and affiliated funds misappropriated trade secrets acquired from their portfolio company via their director designees and then misused the information …
- Jun 21, 2018
- Publications
Recently in In re Hansen Medical, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to grant defendants’ motion to dismiss, finding that plaintiff stockholders had sufficiently pled a “reasonably conceivable” claim …
- Jun 06, 2018
- Publications
Recently, the Delaware Court of Chancery held that stockholders of Dr Pepper Snapple Group, Inc. were not entitled to appraisal of their shares in connection with a reverse triangular merger involving a subsidiary of Dr Pepper and the …
- Apr 06, 2018
- Publications
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice from the first quarter of 2018.
- Apr 04, 2018
- Publications
The Delaware Court of Chancery recently ruled that Tesla stockholder Elon Musk is a controller of Tesla Motors, even though Musk held only 22.1% of Tesla’s stock.
Firm chairman Brad Karp and corporate partner Scott Barshay will participate in the New York City Bar’s Sixth annual Securities Litigation & Enforcement Institute.
- Feb 27, 2018
- Publications
Litigation partner Andrew Forman discussed recent trends in antitrust merger enforcement in a Q&A that appeared in Practical Law The Journal’s latest issue.
- Feb 28, 2018
- Publications
Recently in In re Appraisal of AOL Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Glasscock, relied solely on its own discounted cash flow (“DCF”) analysis to appraise the fair value of AOL Inc. below the deal…
- Feb 22, 2018
- Publications
Recently in Veriton Partners Master Fund Ltd v. Aruba Networks, Inc., the Delaware Court of Chancery, in an opinion by Vice Chancellor Laster, appraised the fair value of Aruba Networks, Inc. to be about 30.6% less than the agreed…
- Feb 13, 2018
- Publications
The New York Supreme Court recently declined to approve what the court described as a “peppercorn and a fee” disclosure-only settlement in a public company M&A litigation, noting that while until recently most courts would…
Litigation partner Stephen Lamb will speak on a panel at the Practising Law Institute’s Mergers & Acquisitions 2018: Advanced Trends and Developments.
- Dec 12, 2017
- Publications
Recently the Delaware Court of Chancery used its equitable powers to specifically enforce a disputed oral settlement agreement in a proxy contest resulting in two dissident directors being seated on the company’s board. The court…
- Dec 04, 2017
- Publications
Recently in van der Fluit v. Yates, the Delaware Court of Chancery dismissed fiduciary duty claims against the board of a company stemming from its acquisition, even though the court concluded that business judgment review did not…
Litigation partner Joseph Bial spoke at the American Bar Association’s event, “Mergers and Innovation: A Discussion With Gregor Langus, From the EU Commissions Chief Economist Team.”
- Sep 25, 2017
- Publications
Corporate and litigation partner Stephen Lamb and litigation associate Matt Stachel co-authored an article for Law360 as part of its “Expert Analysis” special series.
The M&A litigation landscape was dramatically altered by the Delaware Court of Chancery’s decision in In re Trulia in 2016.
- Aug 25, 2017
- Publications
Recently, the Delaware Court of Chancery extended the Kahn v. M&F Worldwide roadmap for invoking business judgment review in controller buyouts to third-party transactions where the controller acts as a seller only, but is…
- Aug 07, 2017
- Publications
In a recent decision, the Delaware Supreme Court reversed the Court of Chancery’s determination of the fair value of DFC Global Corporation, finding that the Court of Chancery erred in not giving greater weight to the deal price. The …
- Jun 08, 2017
- Publications
In a recent decision, the Delaware Court of Chancery held that a stockholder vote approving both stock issuances and the grant of a voting proxy to the company’s largest stockholder was “structurally coerced” and therefore…
- Jun 05, 2017
- Publications
Two decisions by the Delaware Court of Chancery in the past two weeks reached seemingly disparate outcomes on fair value for the companies involved, but together stand for the general trend of recent appraisal decisions that deal…
- May 16, 2017
- Publications
Recently, the Delaware Court of Chancery dismissed a fiduciary duty claim and a request for a quasi-appraisal remedy in connection with the acquisition of Cyan, Inc. by Ciena Corporation.
Litigation partner Rick Rule will speak at the Institute for Energy Law’s Mergers, Acquisitions & Divestitures conference.
- Jan 06, 2017
- Publications
In In re United Capital Corp. Stockholders Litigation, the Delaware Court of Chancery granted the defendants' motion to dismiss a complaint filed by a former minority stockholder of United Capital Corporation seeking "quasi-appraisal" …
- Oct 13, 2016
- Publications
In In re Books-A-Million, Inc. Stockholders Litigation,
the Delaware Court of Chancery dismissed the fiduciary duty claims
of former minority stockholders following a going-private,
squeeze-out merger because the transaction…
- Aug 02, 2016
- Publications
Corporate partner Scott Barshay was quoted in
a Financial Times article titled "US Lawsuits
Contesting Takeovers Plunge After Trulia Ruling."
- Jul 12, 2016
- Publications
London-based corporate partners Mark Bergman and David Lakhdhir
co-authored a client memorandum, titled "Brexit: Disclosure
Implications for SEC Reporting Companies," that was featured in the
July issues of Insights: The…
- Jul 12, 2016
- Publications
In the short period since the June 23 UK referendum on whether
to remain in, or leave, the European Union, the United Kingdom has
faced a remarkable range of political, monetary, economic and
even constitutional…
Litigation partners Judge Stephen Lamb and Jacqueline
Rubin will participate in a Practicing Law Institute full-day
seminar titled "Delaware Law Developments 2016: What All Business
Lawyers Need to Know."
- Apr 27, 2016
- Publications
The following is our summary of significant U.S. legal and regulatory developments during the first quarter of 2016 of interest to Canadian companies and their advisors.
- Jan 26, 2016
- Publications
In In re Trulia, Inc. Stockholders
Litigation, the Delaware Court of Chancery has again
rejected a settlement in the M&A context that released a broad
range of claims in exchange only for supplemental disclosure in…
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