M&A at a Glance (April 2019)

• Apr 15, 2019
• Publications

M&A at a Glance (April 2019)

In March, M&A activity remained generally slow in the U.S. but showed strong signs of recovery globally. The total value of U.S. deals decreased by 14.3 percent to $116.21 billion, while the total value of global deals increased…

Delaware Supreme Court Clarifies MFW’s “Ab Initio” Requirement and Partially Reverses Chancery Court Dismissal

• Apr 12, 2019
• Publications

Delaware Supreme Court Clarifies MFW’s “Ab Initio” Requirement and Partially Reverses Chancery Court Dismissal

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…

Delaware M&A Quarterly

• Apr 08, 2019
• 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 2019.

M&A at a Glance (March 2019)

• Mar 14, 2019
• Publications

M&A at a Glance (March 2019)

M&A activity in February 2019 generally slowed in the U.S. and globally. Deal volume by dollar value decreased by 25.6 percent to $152.24 billion in the U.S., and by 30.3 percent to $248.57 billion globally. Further, the number of …

M&A at a Glance (February 2019)

• Feb 14, 2019
• Publications

M&A at a Glance (February 2019)

M&A activity in January 2019 generally increased in the U.S. and globally. Deal volume by dollar value  increased by 199.5 percent to $203.96 billion in the U.S., and by 57.5 percent to $354.57 billion globally.

January 2019: Private Equity Digest

• Jan 22, 2019
• Publications

January 2019: Private Equity Digest

In this issue of the Private Equity Digest, we take a look at private equity trends in 2018 and possible developments for 2019.

M&A at a Glance – 2018 Year-End Roundup

• Jan 17, 2019
• Publications

M&A at a Glance – 2018 Year-End Roundup

2018 was an up-year for M&A as compared to 2017, notwithstanding some weakness toward the year’s end.

M&A at a Glance (January 2019)

• Jan 15, 2019
• Publications

M&A at a Glance (January 2019)

M&A activity in December 2018 declined across most measures. While M&A activity reached 12-month lows both globally and in the U.S., the declines in the U.S. were significantly more pronounced.

Delaware M&A Quarterly

• Jan 09, 2019
• 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 2018.

SEC Adopts Final Rules for Disclosure of Hedging Policies

• Jan 03, 2019
• Publications

SEC Adopts Final Rules for Disclosure of Hedging Policies

After several years of consideration, the Securities and Exchange Commission has adopted final rules to require disclosure of hedging practices or policies in proxy and information statements relating to the election of directors. 

M&A at a Glance (December 2018)

• Dec 17, 2018
• Publications

M&A at a Glance (December 2018)

With the exception of sponsor-related transactions, M&A activity in November 2018 generally declined.

Delaware Court of Chancery Declines to Dismiss Claims against Conflicted CEO

• Dec 14, 2018
• Publications

Delaware Court of Chancery Declines to Dismiss Claims against Conflicted CEO

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

Directors Denied Corwin Protection Due to “Information Vacuum”

• Nov 29, 2018
• Publications

Directors Denied Corwin Protection Due to “Information Vacuum”

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…

M&A at a Glance (November 2018)

• Nov 15, 2018
• Publications

M&A at a Glance (November 2018)

M&A activity in October 2018 remained mixed, but included more positive indicators compared to September and the general declining trend line so far this year.

IBM to Acquire Red Hat in $34 Billion Deal

• Oct 28, 2018
• Client News

IBM to Acquire Red Hat in $34 Billion Deal

Paul, Weiss is advising International Business Machines Corp. in its all-cash acquisition of Red Hat Inc., creating the world’s largest hybrid cloud provider. 

October 2018: Private Equity Digest

• Oct 22, 2018
• Publications

October 2018: Private Equity Digest

In this issue of the Private Equity Digest, we look at four ways PE firms have adapted to the current competitive environment: (i) engaging in more buy-and-build approaches or add-on acquisitions, (ii) investing in early-stage…

M&A at a Glance (October 2018)

• Oct 15, 2018
• Publications

M&A at a Glance (October 2018)

M&A activity in September 2018 was mixed compared to August levels, but generally reflected an overall continuing downward trend starting in April of this year.  Deal volume by dollar value decreased in the U.S. by 44.5% to $77.06 …

Delaware Supreme Court Clarifies That “ab initio” for MFW Purposes Means before the Start of Substantive Economic Negotiations

• Oct 16, 2018
• Publications

Delaware Supreme Court Clarifies That “ab initio” for MFW Purposes Means before the Start of Substantive Economic Negotiations

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…

Delaware M&A Quarterly

• Oct 05, 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 third quarter of 2018.

Honeywell Completes Spin-Off of Garrett Motion

• Oct 02, 2018
• Client News

Honeywell Completes Spin-Off of Garrett Motion

Paul, Weiss represented Honeywell in its spin-off of Garrett Motion Inc., Honeywell’s former transportation systems business.

M&A at a Glance (September 2018)

• Sep 14, 2018
• Publications

M&A at a Glance (September 2018)

M&A activity in August continued the recent downward trend in number of deals across most sectors, while showing more mixed results as measured by total dollar value.

Marriott Vacations Worldwide Acquires ILG for $4.7 Billion

• Sep 06, 2018
• Client News

Marriott Vacations Worldwide Acquires ILG for $4.7 Billion

Paul, Weiss represented timeshare operator ILG Inc. in its $4.7 billion cash-and-stock sale to Marriott Vacations Worldwide Corporation (NYSE: VAC), creating a leading global provider of premier vacation experiences. 

M&A at a Glance (August 2018)

• Aug 15, 2018
• Publications

M&A at a Glance (August 2018)

M&A activity in July 2018 continued the recent downward trend in number of deals across most sectors and mixed results as measured by deal volume by dollar value.

Delaware Court Clarifies When MFW’s Protections Must be in Place Under “Ab Initio” Requirement

• Jul 30, 2018
• Publications

Delaware Court Clarifies When MFW’s Protections Must be in Place Under “Ab Initio” Requirement

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…

July 2018: Private Equity Digest

• Jul 23, 2018
• Publications

July 2018: Private Equity Digest

This edition of the Paul, Weiss Private Equity Digest continues our discussion of key considerations for private equity transactions resulting from the new tax law.

M&A at a Glance (July 2018)

• Jul 13, 2018
• Publications

M&A at a Glance (July 2018)

M&A activity in June 2018 weakened from last month across most measures, although still generally strong for the first half of the year. The total number of deals decreased in the U.S. by 28.6% to 528 and globally by 17.5% to…

Delaware M&A Quarterly

• Jul 12, 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 second quarter of 2018.

Delaware Court Dismisses Misappropriation Claim Against Private Equity Firm for Investing in Competing Company

• Jun 29, 2018
• Publications

Delaware Court Dismisses Misappropriation Claim Against Private Equity Firm for Investing in Competing Company

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 …

Perry Ellis to Be Acquired by George Feldenkreis

• Jun 16, 2018
• Client News

Perry Ellis to Be Acquired by George Feldenkreis

Perry Ellis International has agreed to be acquired by George Feldenkreis, Perry Ellis’ founder and a member of the company’s board of directors, in a transaction valued at $437 million.

Delaware Court of Chancery Finds It “Reasonably Conceivable” That Two Minority Stockholders Form Control Group

• Jun 21, 2018
• Publications

Delaware Court of Chancery Finds It “Reasonably Conceivable” That Two Minority Stockholders Form Control Group

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 …

June 2018: Private Equity Digest

• Jun 18, 2018
• Publications

June 2018: Private Equity Digest

In this edition of the Paul, Weiss Private Equity Digest, we discuss key considerations for private equity transactions resulting from the new tax law. This is part one of a two-part article.

M&A at a Glance (June 2018)

• Jun 15, 2018
• Publications

M&A at a Glance (June 2018)

M&A activity in May 2018 generally weakened from last month.  The total number of deals decreased in the U.S. by 1.2% to 667 (the second-lowest level in the last 12-month period) and globally by 4.8% to 2,759 (the lowest level in…

Destination XL Announces Agreement With Cannell Capital

• Jun 11, 2018
• Client News

Destination XL Announces Agreement With Cannell Capital

Paul, Weiss is representing Destination XL Group, Inc. in connection with its agreement with Cannell Capital LLC to appoint Lionel Conacher to Destination XL’s board of directors and to increase the board’s size to ten. 

Stockholders of Parent-Target Not Entitled to Appraisal Rights in Merger Involving Transfer of Control

• Jun 06, 2018
• Publications

Stockholders of Parent-Target Not Entitled to Appraisal Rights in Merger Involving Transfer of Control

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 …

M&A at a Glance (May 2018)

• May 15, 2018
• Publications

M&A at a Glance (May 2018)

M&A activity in April 2018, as measured by number of deals, dipped from March 2018 levels in the U.S. and globally across every metric. The total number of deals decreased by 15.2% to 669 in the U.S. and 9.7% to 2,771 globally.

Marriott Vacations Worldwide to Acquire ILG for $4.7 Billion

• Apr 30, 2018
• Client News

Marriott Vacations Worldwide to Acquire ILG for $4.7 Billion

Paul, Weiss is representing timeshare operator ILG in its $4.7 billion cash-and-stock sale to Marriott Vacations Worldwide, creating a leading global provider of premier vacation experiences.

The Proposed CFIUS Reform Bill’s Potential Impact on Private Equity

• Apr 25, 2018
• Publications

The Proposed CFIUS Reform Bill’s Potential Impact on Private Equity

As the possibility of trade and other protectionist policies looms in the U.S. and globally, we highlight the pending Foreign Investment Risk Review Modernization Act of 2017 (FIRRMA) and its potential impact on private equity.  

M&A at a Glance (April 2018)

• Apr 13, 2018
• Publications

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
• 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 from the first quarter of 2018.

Delaware Court of Chancery Finds 22% Stockholder to be Controller Due to Unique Facts

• Apr 04, 2018
• Publications

Delaware Court of Chancery Finds 22% Stockholder to be Controller Due to Unique Facts

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.  

March 2018: Private Equity Digest

• Mar 21, 2018
• Publications

March 2018: Private Equity Digest

In this edition of the Paul, Weiss Private Equity Digest, we discuss the complex issues that can arise when parties in private transactions negotiate how to split transaction tax deductions, as illustrated by the recent Delaware…

M&A at a Glance (March 2018)

• Mar 15, 2018
• Publications

M&A at a Glance (March 2018)

Despite an increase in M&A activity over the past three months, deal trends in February 2018 retreated towards their 12-month averages, following banner months in November and December, both of which featured some of the largest…

Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price

• Feb 28, 2018
• Publications

Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price

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…

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
• Publications

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
• Publications

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

• Oct 17, 2017
• Publications

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 September.

Delaware M&A Quarterly

• Oct 04, 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 third quarter of 2017

Client Alert: SEC Issues Pay Ratio Guidance

• Sep 28, 2017
• Publications

Client Alert: SEC Issues Pay Ratio Guidance

On September 21, the Securities and Exchange Commission (“SEC”) and its Division of Corporation Finance issued interpretative guidance on the calculation of CEO pay ratio disclosure for public companies. 

M&A at a Glance

• Sep 15, 2017
• Publications

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
• Publications

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.