ProfessionalsFrances F. Mi

Frances F. Mi
Counsel
Tel: +1-212-373-3185
Fax: +1-212-492-0185
emailfmi@paulweiss.com
1285 Avenue of the Americas
New York,
NY
10019-6064
Fax: +1-212-492-0185
- Practices:
- Corporate
- Corporate Governance
- Mergers & Acquisitions
EXPERIENCE
As counsel in the Corporate Department and a member of the M&A Group, Frances Mi advises on a broad range of corporate governance-related issues. She advises clients on these topics in the context of M&A transactions as well as on an ongoing, non-transactional basis.
In the latter capacity, Frances advises boards of directors, in-house counsel and other members of management on a company's corporate governance structure and policies, board and committee function and process and related topics.
Recent clients include the following:
- Automatic Data Processing, Inc.
- Dana Incorporated
- Destination XL Group
- Honeywell International Inc.
- Taylor Morrison Home Corporation
- The Children's Place
Frances also serves as practice management counsel for the M&A group, with responsibility for monitoring and updating the group on market and legal developments, overseeing its online databases, assisting with training and serving as a general resource on M&A and governance issues.
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- Sep 14, 2018
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- Aug 15, 2018
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- Jul 23, 2018
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M&A at a Glance (July 2018)
- Jul 13, 2018
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M&A at a Glance (July 2018)
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Delaware M&A Quarterly
- Jul 12, 2018
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Delaware M&A Quarterly
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Delaware Court Dismisses Misappropriation Claim Against Private Equity Firm for Investing in Competing Company
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Perry Ellis to Be Acquired by George Feldenkreis
- Jun 16, 2018
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Perry Ellis to Be Acquired by George Feldenkreis
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Delaware Court of Chancery Finds It “Reasonably Conceivable” That Two Minority Stockholders Form Control Group
- Jun 21, 2018
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Delaware Court of Chancery Finds It “Reasonably Conceivable” That Two Minority Stockholders Form Control Group
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June 2018: Private Equity Digest
- Jun 18, 2018
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June 2018: Private Equity Digest
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M&A at a Glance (June 2018)
- Jun 15, 2018
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M&A at a Glance (June 2018)
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Stockholders of Parent-Target Not Entitled to Appraisal Rights in Merger Involving Transfer of Control
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M&A at a Glance (May 2018)
- May 15, 2018
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The Proposed CFIUS Reform Bill’s Potential Impact on Private Equity
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M&A at a Glance (April 2018)
- Apr 13, 2018
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M&A at a Glance (April 2018)
M&A activity gained momentum in March 2018, capping the strongest opening quarter in the history of M&A at a Glance. In the U.S., deal volume returned to January levels, increasing by 109.6% to $174.10 billion. Globally,…
Delaware M&A Quarterly
- Apr 06, 2018
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Delaware M&A Quarterly
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Delaware Court of Chancery Finds 22% Stockholder to be Controller Due to Unique Facts
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- Mar 21, 2018
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- Mar 15, 2018
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M&A at a Glance (March 2018)
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Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price
- Feb 28, 2018
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Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price
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Delaware Court of Chancery Appraises Company below Merger Price Based on Unaffected Market Price
- Feb 22, 2018
- Publications
Delaware Court of Chancery Appraises Company below Merger Price Based on Unaffected Market Price
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…
M&A at a Glance (February 2018)
- Feb 15, 2018
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M&A at a Glance (February 2018)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity in January 2018.
New York Court Declines to Approve Disclosure-Only Settlement, Even Under More Lenient Gordon Standard
- Feb 13, 2018
- Publications
New York Court Declines to Approve Disclosure-Only Settlement, Even Under More Lenient Gordon Standard
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…
CSRA to Be Acquired by General Dynamics for $9.6 Billion
- Feb 12, 2018
- Client News
CSRA to Be Acquired by General Dynamics for $9.6 Billion
Paul, Weiss is representing leading government IT provider CSRA in its $9.6 billion acquisition by defense contractor General Dynamics.
January 2018: Private Equity Digest
- Jan 25, 2018
- Publications
January 2018: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we review private equity M&A market trends from 2017 and look ahead to 2018.
M&A at a Glance: 2017 Year-End Roundup
- Jan 17, 2018
- Publications
M&A at a Glance: 2017 Year-End Roundup
In the M&A at a Glance 2017 Year-end Roundup, we review the most significant trends in M&A activity in 2017. Global and U.S. deal volume decreased 3.2% and 10.5%, respectively, from 2016 levels.
M&A at a Glance (January 2018)
- Jan 16, 2018
- Publications
M&A at a Glance (January 2018)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of December.
Delaware M&A Quarterly
- Jan 08, 2018
- Publications
Delaware M&A Quarterly
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 2017.
Agrium and PotashCorp Complete Merger, Creating $36 Billion Company
- Jan 01, 2018
- Client News
Agrium and PotashCorp Complete Merger, Creating $36 Billion Company
Paul, Weiss represented Canadian agricultural products and services giant Agrium Inc. in its $36 billion merger of equals with Potash Corporation of Saskatchewan.
Delaware Supreme Court Holds Ratification Defense Inapplicable to Certain Discretionary Incentive Plan Awards
- Dec 20, 2017
- Publications
Delaware Supreme Court Holds Ratification Defense Inapplicable to Certain Discretionary Incentive Plan Awards
The Delaware Supreme Court recently held that stockholder ratification of an equity incentive plan that affords directors discretion in making awards to themselves cannot be used to prevent the Court of Chancery from reviewing further …
Delaware Court of Chancery Applies MFW to Dismiss Challenge to Reclassification
- Dec 19, 2017
- Publications
Delaware Court of Chancery Applies MFW to Dismiss Challenge to Reclassification
Recently, the Delaware Court of Chancery clarified that the MFW framework to invoke business judgment review applies generally to any conflicted controller transaction, including the reclassification that was challenged in the case at …
Delaware Supreme Court Reverses Dell Appraisal Decision, Urging Reliance on Deal Price
- Dec 18, 2017
- Publications
Delaware Supreme Court Reverses Dell Appraisal Decision, Urging Reliance on Deal Price
M&A at a Glance (December 2017)
- Dec 18, 2017
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M&A at a Glance (December 2017)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of November.
Delaware Court of Chancery Specifically Enforces Oral Settlement Agreement with Activist Investor
- Dec 12, 2017
- Publications
Delaware Court of Chancery Specifically Enforces Oral Settlement Agreement with Activist Investor
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…
Delaware Court of Chancery Dismisses Fiduciary Duty Claims Despite Inapplicability of Corwin
- Dec 04, 2017
- Publications
Delaware Court of Chancery Dismisses Fiduciary Duty Claims Despite Inapplicability of Corwin
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…
M&A at a Glance (November 2017)
- Nov 15, 2017
- Publications
M&A at a Glance (November 2017)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of October. Global deal volume by total value increased by 1.8%, whereas deal count decreased by 13.7%. In the U.S., deal…
ADP Shareholders Re-Elect ADP Directors at Annual Meeting
- Nov 07, 2017
- Client News
ADP Shareholders Re-Elect ADP Directors at Annual Meeting
Paul, Weiss represented ADP in its successful proxy contest against Pershing Square.
M&A at a Glance
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Client Alert: SEC Issues Pay Ratio Guidance
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Client Alert: SEC Issues Pay Ratio Guidance
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M&A at a Glance
- Sep 15, 2017
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M&A at a Glance
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of August.
Delaware Court of Chancery Extends M&F Worldwide Doctrine to Third Party Transactions with a Selling Controller
- Aug 25, 2017
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Delaware Court of Chancery Extends M&F Worldwide Doctrine to Third Party Transactions with a Selling Controller
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…
M&A at a Glance (August 2017)
- Aug 15, 2017
- Publications
M&A at a Glance (August 2017)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of July.
Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price
- Aug 07, 2017
- Publications
Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price
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 …
M&A at a Glance (July 2017)
- Jul 17, 2017
- Publications
M&A at a Glance (July 2017)
In this month’s M&A At a Glance, we review the most significant trends in M&A activity for the month of June.
Delaware M&A Quarterly
- Jul 10, 2017
- Publications
Delaware M&A Quarterly
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 2017.
M&A at a Glance (June 2017)
- Jun 15, 2017
- Publications
M&A at a Glance (June 2017)
In this month’s M&A at a Glance, we review the most significant trends in M&A activity for the month of May.
Delaware Court of Chancery Finds Vote Coercive and Insufficient to Cleanse Board Action
- Jun 08, 2017
- Publications
Delaware Court of Chancery Finds Vote Coercive and Insufficient to Cleanse Board Action
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…
Recent Delaware Court of Chancery Appraisal Decisions Continue to Highlight Reliance on Deal Price to Determine Fair Value Absent a Problematic Sale Process
- Jun 05, 2017
- Publications
Recent Delaware Court of Chancery Appraisal Decisions Continue to Highlight Reliance on Deal Price to Determine Fair Value Absent a Problematic Sale Process
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…
Nutraceutical to Be Acquired by HGGC
- May 18, 2017
- Client News
Nutraceutical to Be Acquired by HGGC
Paul, Weiss is representing Nutraceutical International Corporation in its $446 million acquisition by HGGC, LLC, a leading middle-market private equity firm.
May 2017: Private Equity Digest
- May 22, 2017
- Publications
May 2017: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we discuss appraisal risk in private equity transactions and possible ways to address this risk.
M&A at a Glance (May 2017)
- May 15, 2017
- Publications
M&A at a Glance (May 2017)
In this month’s M&A At A Glance, we review the most significant trends in M&A activity for the month of April.
Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Because Merger Resulted in Loss of Standing
- May 10, 2017
- Publications
Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Because Merger Resulted in Loss of Standing
In In re Massey Energy Company Derivative and Class Action Litigation, the Delaware Court of Chancery recently dismissed shareholders’ derivative and putative direct claims alleging that Massey’s former directors and officers caused…
M&A at a Glance (April 2017)
- Apr 14, 2017
- Publications
M&A at a Glance (April 2017)
Global M&A activity in March 2017 was generally stronger than in February and also outperformed U.S. activity, where a decline in average deal size overshadowed an increase in the number of deals.
Delaware Court of Chancery Holds That Stockholder Vote on Equity Incentive Plan Ratifies Later Awards
- Apr 11, 2017
- Publications
Delaware Court of Chancery Holds That Stockholder Vote on Equity Incentive Plan Ratifies Later Awards
In a recent decision in In re Investor Bancorp, Inc. Stockholder Litigation, the Delaware Court of Chancery held that a fully informed stockholder vote approving adoption of an equity incentive plan also ratified subsequent equity…
Delaware M&A Quarterly
- Apr 05, 2017
- Publications
Delaware M&A Quarterly
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 2017.
Delaware Court of Chancery Declines to Apply 'Corwin' to Dismiss Post-Merger Claims against Directors in Stockholder-Approved Merger
- Apr 04, 2017
- Publications
Delaware Court of Chancery Declines to Apply 'Corwin' to Dismiss Post-Merger Claims against Directors in Stockholder-Approved Merger
In a recent decision in In re Saba Software, Inc. Stockholder Litigation, the Delaware Court of Chancery demonstrates the limits of the application of the business judgment rule under Corwin v. KKR Financial Holdings LLC. The court…
UCP Announces Expansion of Board and Strengthened Corporate Governance
- Mar 30, 2017
- Client News
UCP Announces Expansion of Board and Strengthened Corporate Governance
Paul, Weiss is representing UCP, Inc. (NYSE: UCP) in its agreement with Pico Holdings, Inc. (NASDAQ: PICO), its majority stockholder, to nominate Keith M. Locker to the UCP board of directors.
Delaware Supreme Court Affirms Decision Permitting Merger Termination Based on Failure to Satisfy Tax Opinion Covenant
- Mar 27, 2017
- Publications
Delaware Supreme Court Affirms Decision Permitting Merger Termination Based on Failure to Satisfy Tax Opinion Covenant
In a 4-1 split decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court affirmed the Court of Chancery’s decision permitting termination of a merger agreement by the acquirer based on the …
M&A at a Glance (March 2017)
- Mar 15, 2017
- Publications
M&A at a Glance (March 2017)
M&A activity generally declined in February 2017, both globally and in the U.S. Total deal volume, as measured by dollar value, decreased globally by 30.1% to $202.45 billion, and in the U.S. by 3.7% to $106.47 billion.
Air Methods to Be Acquired by American Securities
- Mar 14, 2017
- Client News
Air Methods to Be Acquired by American Securities
Paul, Weiss is representing Air Methods Corporation in its proposed acquisition by affiliates of American Securities LLC.
Capital Senior Living Appoints Independent Directors
- Mar 09, 2017
- Client News
Capital Senior Living Appoints Independent Directors
Paul, Weiss advised Capital Senior Living Corporation (NYSE: CSU) in its appointment of Paul J. Isaac and Ross B. Levin of Arbiter Partners Capital Management, LLC to its board of directors for a one year term.
February 2017: Private Equity Digest
- Feb 21, 2017
- Publications
February 2017: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we review private equity M&A market trends from 2016 and discuss expectations for 2017.
M&A at a Glance (February 2017)
- Feb 15, 2017
- Publications
M&A at a Glance (February 2017)
M&A activity showed mixed results in January 2017, with the global market generally down and the U.S. market generally up.
Client Alert: Allergan Pays $15 Million Fine For Failure to Disclose Merger Negotiations
- Jan 19, 2017
- Publications
Client Alert: Allergan Pays $15 Million Fine For Failure to Disclose Merger Negotiations
The SEC recently announced a settlement with Allergan, Inc., under which Allergan agreed to pay a $15 million penalty and admitted to violating requirements to update prior disclosure to reflect M&A negotiations in which the…
Client Alert: M&A at a Glance (January 2017)
- Jan 18, 2017
- Publications
Client Alert: M&A at a Glance (January 2017)
While 2016 was strong overall, M&A activity in the last month was mixed. Total deal volume in December 2016 rose globally by 31.2% to $376.14 billion but declined in the U.S. by 49.4% to $78.58 billion.
M&A at a Glance: 2016 Year-End Roundup
- Jan 17, 2017
- Publications
M&A at a Glance: 2016 Year-End Roundup
2016 was an active year for M&A, though year-end results did not surpass record-levels set in 2015.
Client Alert: Delaware Court of Chancery Dismisses Complaint Seeking Quasi-Appraisal Remedy Based on Post-Closing Disclosure Claims
- Jan 06, 2017
- Publications
Client Alert: Delaware Court of Chancery Dismisses Complaint Seeking Quasi-Appraisal Remedy Based on Post-Closing Disclosure Claims
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" …
Delaware M&A Quarterly
- Jan 06, 2017
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several Delaware cases of significance to the M&A practice.
Client Alert: M&A at a Glance (December 2016)
- Dec 16, 2016
- Publications
Client Alert: M&A at a Glance (December 2016)
After the spike in activity due to megadeals in October, M&A activity returned in November to more normalized levels both in deal volume and number of deals. Total deal volume in the U.S. and globally declined in November…
Client Alert: ISS and Glass Lewis Publish 2017 U.S. Voting Policies
- Dec 02, 2016
- Publications
Client Alert: ISS and Glass Lewis Publish 2017 U.S. Voting Policies
U.S. proxy advisory firms ISS and Glass Lewis recently issued their respective voting policies for the 2017 proxy season. In this client memorandum, we summarize key policy changes. The changes show a consensus in approach…
M&A at a Glance (November 2016)
- Nov 15, 2016
- Publications
M&A at a Glance (November 2016)
M&A volume in October 2016 increased to record levels, as measured by total dollar value, largely due to a spike in the number of megadeals, with eight October deals valued at or above $10 billion dollars. Total deal volume…
Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements
- Oct 31, 2016
- Publications
Client Alert: SEC Proposes Mandatory Universal Proxies in Contested Elections and Voting Procedure Enhancements
The Securities and Exchange Commission has voted 2 to 1 to propose to require the use of universal proxy cards by both companies and dissidents in contested director elections. While both sides would still be able to use…
October 2016: Private Equity Digest
- Oct 21, 2016
- Publications
October 2016: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we discuss China-U.S. crossborder deal risks for U.S. sellers and possible ways to address those risks.
M&A at a Glance (October 2016)
- Oct 14, 2016
- Publications
M&A at a Glance (October 2016)
M&A activity in September 2016 rebounded across most metrics as compared to August 2016, both in the U.S. and globally.
Client Alert: Delaware Court of Chancery Applies Business Judgment Rule to Going-Private Transaction Based on 'M&F Worldwide'
- Oct 13, 2016
- Publications
Client Alert: Delaware Court of Chancery Applies Business Judgment Rule to Going-Private Transaction Based on 'M&F Worldwide'
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…
Delaware M&A Quarterly
- Oct 07, 2016
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including Narayanan v. Sutherland, Larkin v. Shah, In re Riverstone National, Inc. Stockholder…
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Failure to Show Disloyalty or Bad Faith
- Oct 04, 2016
- Publications
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Disclosure Claims for Failure to Show Disloyalty or Bad Faith
In Nguyen v. Barrett, the Delaware Court of Chancery dismissed post-closing claims that the board acted disloyally or in bad faith by failing to make the challenged disclosures.
M&A at a Glance (September 2016)
- Sep 15, 2016
- Publications
M&A at a Glance (September 2016)
M&A activity in August 2016 declined across most metrics, both in the U.S. and globally, as large-value transactions appear to have taken a summer hiatus.
Client Alert: SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings
- Sep 08, 2016
- Publications
Client Alert: SEC Proposes Amendments to Require Hyperlinks to Exhibits in Filings
The SEC recently proposed rule and form amendments that would require SEC registrants when filing registration statements or periodic or current reports that are subject to the exhibit requirements under Section 601 of Regulation …
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Merger Challenge Due to Fully Informed Stockholder Approval
- Sep 01, 2016
- Publications
Client Alert: Delaware Court of Chancery Dismisses Post-Closing Merger Challenge Due to Fully Informed Stockholder Approval
In Larkin v. Shah issued last week, the Delaware Court of Chancery dismissed a stockholder challenge to a merger due to the cleansing effect of fully informed stockholder approval, applying the Delaware Supreme Court's recent…
M&A at a Glance (August 2016)
- Aug 15, 2016
- Publications
M&A at a Glance (August 2016)
M&A activity declined by most measures in July 2016. Deal volume, as measured by dollar value, decreased in the U.S. by 25.8% to $126.52 billion, and globally by 2.3% to $326.23 billion. The total number of deals…
Barington Group Terminates Proxy Solicitation at Chico's
- Jul 15, 2016
- Client News
Barington Group Terminates Proxy Solicitation at Chico's
As reported in The Wall Street Journal, Reuters and other media outlets, the Barington Group, an activist investment firm, announced that it has terminated its proxy contest to elect two representatives to the board of directors …
M&A at a Glance (July 2016)
- Jul 15, 2016
- Publications
M&A at a Glance (July 2016)
M&A activity in June 2016 was relatively flat, as compared to the last two months. In the U.S., overall deal volume decreased by 10.7% to $164.47 billion, and the number of deals was flat at 752.
Client Alert: SEC Approves Requirement to Disclose Third-Party Director Compensation for Nasdaq Companies
- Jul 13, 2016
- Publications
Client Alert: SEC Approves Requirement to Disclose Third-Party Director Compensation for Nasdaq Companies
In a bid to enhance transparency, help investors make more informed investing and voting decisions and address concerns that undisclosed compensation agreements could raise conflicts of interest among directors, the Securities…
Client Alert: Delaware M&A Quarterly
- Jul 06, 2016
- Publications
Client Alert: Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss the 2016 Amendments to the Delaware General Corporation Law as well as several cases of significance to the M&A practice, including In re Appraisal …
Delaware Court of Chancery Holds That Tendering Stockholders in a “Medium Form” Merger Have the Same Cleansing Effect as
- Jul 05, 2016
- Publications
Delaware Court of Chancery Holds That Tendering Stockholders in a “Medium Form” Merger Have the Same Cleansing Effect as
In In re Volcano Corporation Stockholder Litigation, the Delaware Court of Chancery held that the acceptance of a first-step tender offer by fully informed, disinterested, uncoerced stockholders representing a majority of a…
Client Alert: Delaware Court of Chancery Holds That Outside Counsel’s Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement
- Jun 29, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds That Outside Counsel’s Refusal to Render Tax Opinion Required for Closing of Merger Was in Good Faith and Permits Termination of Merger Agreement
In The Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Court of Chancery held that an acquirer in a merger did not fail to use "commercially reasonable efforts" to obtain a tax opinion from its tax…
M&A at a Glance (June 2016)
- Jun 15, 2016
- Publications
M&A at a Glance (June 2016)
The M&A market continued to stabilize in May 2016, after what has been a slow start to the year.
Client Alert: Implications of the Recent Dell Appraisal Decision
- Jun 13, 2016
- Publications
Client Alert: Implications of the Recent Dell Appraisal Decision
On May 31, Vice Chancellor Laster of the Delaware Court of Chancery held that, for purposes of Delaware's appraisal statute, the fair value of the common stock of Dell Inc. at the time of its sale to a group including the…
Client Alert: Delaware Court of Chancery Holds That Board’s Decision to Disregard Speculative Projections Did Not Support Claim of Bad Faith
- May 25, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds That Board’s Decision to Disregard Speculative Projections Did Not Support Claim of Bad Faith
In In re Chelsea Therapeutics International Ltd. Stockholder Litigation, the Court of Chancery dismissed claims that the board of a target company acted in bad faith and breached its duty of loyalty by instructing its financial…
Time Warner Cable Completes Merger With Charter Communications
- May 18, 2016
- Client News
Time Warner Cable Completes Merger With Charter Communications
Paul, Weiss represented Time Warner Cable Inc. in its completed merger with Charter Communications, Inc. As a result of the merger, Charter and Time Warner Cable have both become wholly owned subsidiaries of a new, publicly…
M&A at a Glance (May 2016)
- May 16, 2016
- Publications
M&A at a Glance (May 2016)
The M&A market was mixed in April 2016, with the U.S. market generally faring better than the global market.
Client Alert: Delaware Supreme Court Upholds Dismissal of Aiding and Abetting Claim against Financial Advisor Where Merger is Approved by Fully Informed, Disinterested Stockholder Vote
- May 12, 2016
- Publications
Client Alert: Delaware Supreme Court Upholds Dismissal of Aiding and Abetting Claim against Financial Advisor Where Merger is Approved by Fully Informed, Disinterested Stockholder Vote
In Singh v. Attenborough, the Delaware Supreme Court upheld the dismissal of breach of fiduciary duty claims against directors of a target corporation and aiding and abetting claims against the target's financial advisor in…
Client Alert: New York Court of Appeals Adopts Delaware’s Roadmap for Business Judgment Review
- May 09, 2016
- Publications
Client Alert: New York Court of Appeals Adopts Delaware’s Roadmap for Business Judgment Review
In the recent decision of In the Matter of Kenneth Cole Productions, Inc. S'holder Litig., the New York Court of Appeals adopted for New York corporations Delaware's standard of review for controlling stockholder going-private…
Client Alert: SEC Publishes Concept Release on Revisions to Regulations S-K
- May 04, 2016
- Publications
Client Alert: SEC Publishes Concept Release on Revisions to Regulations S-K
In April 2016, the U.S. Securities and Exchange Commission (the "SEC") published a concept release (the "Release") seeking comment on modernizing certain disclosure requirements of Regulation S-K.
Client Alert: Financial Regulators Propose Incentive Compensation Rules under Dodd-Frank
- Apr 27, 2016
- Publications
Client Alert: Financial Regulators Propose Incentive Compensation Rules under Dodd-Frank
On April 21, 2016, the Securities and Exchange Commission, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, the Federal Housing…
April 2016: Private Equity Digest
- Apr 19, 2016
- Publications
April 2016: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we take a look at the possibly revived PIPEs market and discuss key considerations for private equity investors looking to put capital to work in this space.
Client Alert: M&A at a Glance (April 2016)
- Apr 18, 2016
- Publications
Client Alert: M&A at a Glance (April 2016)
Despite an encouraging February, M&A activity in March 2016 resumed its recent downtrend across all metrics, both in the U.S. and globally.
Delaware M&A Quarterly
- Apr 04, 2016
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including In re Trulia, Inc. Stockholders Litigation, Johnson v. Driscoll, FdG Logistics LLC v.…
Client Memo: M&A at a Glance (March 2016)
- Mar 15, 2016
- Publications
Client Memo: M&A at a Glance (March 2016)
Following a contraction in December and January, broader M&A activity showed signs of recovery in February 2016.
Client Alert: Delaware Court of Chancery Holds that a Minority Stockholder May Be a Controlling Stockholder Where It Has Control and Influence over a Board at the Time of a Transaction
- Mar 04, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds that a Minority Stockholder May Be a Controlling Stockholder Where It Has Control and Influence over a Board at the Time of a Transaction
In Calesa Associates, L.P., v. American Capital, Ltd., the Delaware Court of Chancery denied a motion to dismiss breach of fiduciary duty claims against a 26% stockholder and members of a company's board of directors, holding…
Client Alert: Delaware Court of Chancery Holds That a Buyer’s Fraud Claim
- Feb 25, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds That a Buyer’s Fraud Claim
In FdG Logistics LLC v. A&R Logistics Holding, Inc., the Delaware Court of Chancery held that a seller's disclaimer in a merger agreement of extra-contractual representations and warranties was insufficient to bar a buyer's…
February 2016: Private Equity Digest
- Feb 18, 2016
- Publications
February 2016: Private Equity Digest
In this edition of the Paul, Weiss Private Equity Digest, we review acquisition financing trends from 2015.
Client Memo: M&A at a Glance, February 2016, Issue 47
- Feb 16, 2016
- Publications
Client Memo: M&A at a Glance, February 2016, Issue 47
M&A activity continued to decline by most metrics throughout January 2016, both in the U.S. and globally.
Client Alert: Delaware Court of Chancery Rejects Another Disclosure-Only Settlement
- Jan 26, 2016
- Publications
Client Alert: Delaware Court of Chancery Rejects Another Disclosure-Only Settlement
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…
M&A at a Glance (January 2016)
- Jan 15, 2016
- Publications
M&A at a Glance (January 2016)
Following the trend from past years, M&A activity, both globally and in the U.S., slowed down during the holiday season.
M&A at a Glance – 2015 Year-End Roundup
- Jan 15, 2016
- Publications
M&A at a Glance – 2015 Year-End Roundup
Continuing the upward trend started in 2013, 2015 was a record-breaking year for M&A activity.
Delaware M&A Quarterly
- Jan 08, 2016
- Publications
Delaware M&A Quarterly
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several cases of significance to the M&A practice, including Corwin v. KKR Financial Holdings LLC, In re Zale Corporation…
Client Alert: Delaware Court of Chancery Holds Extra-Contractual Fraud Claim Is Barred By Anti-Reliance/Integration Clauses
- Jan 08, 2016
- Publications
Client Alert: Delaware Court of Chancery Holds Extra-Contractual Fraud Claim Is Barred By Anti-Reliance/Integration Clauses
In Prairie Capital III v. Double E Holding Corp., the Delaware Court of Chancery held that the anti-reliance and integration clauses in a stock purchase agreement barred the purchaser's claim for fraud to the extent based on…
Client Alert: ISS Issues 2016 U.S. Voting Policy FAQs
- Dec 28, 2015
- Publications
Client Alert: ISS Issues 2016 U.S. Voting Policy FAQs
Institutional Shareholder Services (ISS) has issued FAQs with respect to its U.S. voting policies for the upcoming proxy season.
Client Memo: M&A at a Glance (December 2015)
- Dec 15, 2015
- Publications
Client Memo: M&A at a Glance (December 2015)
U.S. M&A deal value reached new peaks in November 2015, spurred by strategic transactions averaging over $1 billion in value, while the number of deals continued to decline.