ProfessionalsRoss A. Fieldston

Ross A. Fieldston
Partner
Tel: +1-212-373-3075
Fax: +1-212-492-0075
emailrfieldston@paulweiss.com
1285 Avenue of the Americas
New York,
NY
10019-6064
Fax: +1-212-492-0075
- Practices
- Corporate
- Mergers & Acquisitions
- Private Equity
- Practices:
- Corporate
- Mergers & Acquisitions
- Private Equity
Ross A. Fieldston is a partner in the Corporate Department and a member of the Mergers & Acquisitions Practice group. He has significant experience with public company mergers, private equity transactions, private acquisitions and dispositions, joint ventures, activist defense, hostile defense transactions and corporate governance matters.
EXPERIENCE
Ross recently represented:
PUBLIC COMPANY TRANSACTIONS:
- The special transaction committee of independent directors of Agilysys, Inc. in connection with a preferred equity investment by MAK Capital One, LLC
- Alere, Inc. in its $5.3 billion acquisition by Abbott Laboratories
- Churchill Capital Corp II in its combined $1.5 billion acquisition of Software Luxembourg Holding S.A. (Skillsoft) and Global Knowledge Training LLC from funds affiliated with Rhône Capital, to create a digital learning company
- EarthLink Holdings Corp. in its approximately $1.1 billion merger with Windstream Holdings, Inc.
- Great Wolf Resorts, Inc. in its $798 million sale to funds managed by affiliates of Apollo Global Management, LLC
- Hunt Companies, Inc. in its external management agreement and private placement transactions with Five Oaks Investment Corp; its acquisition of certain real estate-related assets, management externalization and private placement transactions with MMA Capital Management, LLC; and its acquisition of Centerline Holding Company
- The subcommittee of the board of directors of Invitation Homes in connection with its merger of equals with Starwood Waypoint Homes to create a company with an enterprise value of approximately $20 billion
- The Karfunkel-Zyskind Family, alongside a unit of Stone Point Capital LLC, in their take-private of AmTrust Financial Services, Inc., valuing AmTrust at approximately $2.95 billion and in connection with the associated settlement and support agreement with affiliates of Carl C. Icahn
- Mitel Networks Corporation in its approximately $2 billion acquisition by an investor group led by affiliates of Searchlight Capital Partners
- Mosaic Acquisition Corp. in its merger with Vivint Smart Home, Inc. to form a publicly listed company with an enterprise value of approximately $4.2 billion
- Platform Specialty Products Corporation in its $2.3 billion acquisition of Alent
- PlayAGS, Inc. in its acquisition of Integrity Gaming Corp.
- Spectrum Brands Holdings Inc. in its $1.25 billion sale of its Global Auto Care business to Energizer Holdings, Inc.
- Time Warner Cable in its $78.7 billion merger with Charter Communications; its $45.2 billion stock-for-stock merger with Comcast Corporation (terminated); and its response to unsolicited acquisition proposals by Charter Communications
- Tricon Capital Group Inc. in its $1.4 billion acquisition of Silver Bay Realty Trust Corp.
- UCP, Inc. in its merger with Century Communities, Inc.
PRIVATE EQUITY TRANSACTIONS:
- AGS, a portfolio company of funds managed by affiliates of Apollo Global Management, LLC in its $382 million acquisition of Cadillac Jack
- Funds managed by affiliates of Apollo Global Management, LLC, in its approximately $4.3 billion acquisition of Rackspace Hosting, Inc.
- Funds managed by affiliates of Apollo Global Management, LLC and funds advised or sub-advised by GSO Capital Partners LP or its affiliates, in connection with a comprehensive debt and equity transaction involving Mood Media Corporation
- General Atlantic and Oak Hill Capital Partners and their respective associated investment funds in the approximately $1 billion sale of common shares of Genpact Limited to affiliates of Bain Capital Partners
PRIVATE ACQUISITIONS AND DISPOSITIONS:
- Ericsson AB in its sale of its Media Solutions business to One Equity Partners and in Francisco Partners’ investment in Ericsson’s iconectiv business
- Grupo Salinas in its $2.5 billion sale of Iusacell to AT&T
- Hunt Companies, Inc. in its sale of Hunt Real Estate Capital to ORIX Corporation USA; its investment in Brean Capital, LLC; its sale of Hunt Affordable Housing to Alden Torch Financial LLC; and its subsequent acquisition of Alden Capital Partners, the syndication division of Alden Torch Financial
- Janus Capital Group Inc. in its acquisition of VelocityShares
- MacAndrews & Forbes Holdings Inc. and its indirect, wholly owned subsidiary, Harland Clarke Holdings Corp., in the $1.2 billion sale of its subsidiary, Harland Financial Solutions, to Davis + Henderson Corporation
- MacAndrews & Forbes Incorporated and certain of its affiliates in the sale of its portfolio company, HUMVEE® manufacturer, AM General to KPS Capital Partners
- MagnaChip Semiconductor Corporation in the sale, valued at approximately $435 million, of its Foundry Services Group and fabrication plant in Cheongju, Korea by certain of MagnaChip’s wholly-owned subsidiaries to a special purpose company established by Alchemist Capital Partners Korea Co., Ltd. and Credian Partners, Inc.
- Vincent Viola and Douglas Cifu in their acquisition of the Florida Panthers of the National Hockey League
JOINT VENTURES AND STRATEGIC PARTNERSHIPS:
- Ericsson AB in its global business and technology alliance with Cisco Systems, Inc.
- Hunt Companies, Inc. in the $200 million committed minority equity investment in certain of Hunt's financial services and asset management businesses by affiliates of Gallatin Point Capital LLC
- Janus Capital Group Inc. in its strategic alliance with The Dai-ichi Life Insurance Company, Limited, under which, among other things, Dai-ichi Life would invest $2 billion of its general account assets with Janus and acquire 15 percent to 20 percent of Janus’ common stock
- Time Warner Cable in its agreement to become the charter distributor of SportsNet LA, the regional television network for the Los Angeles Dodgers
ACTIVIST DEFENSE:
- Destination XL Group, Inc. in its settlement agreement with Cannell Capital LLC
- DHI Group, Inc. in its settlement agreement with Barington Capital Group, L.P.
- MagnaChip Semiconductor Corporation in its settlement agreement with Engaged Capital, LLC
- Range Resources Corporation in its settlement agreement with SailingStone Capital Partners
Ross was also involved in numerous notable transactions prior to joining Paul, Weiss, including: Bank of America’s merger with Merrill Lynch and its merchant services joint venture with First Data; Caremark Rx’s response to a hostile tender offer by Express Scripts and its $27 billion merger with CVS; Clorox’s response to the $12.5 billion unsolicited acquisition proposal from Carl Icahn; Delta’s $3.6 billion merger with Northwest Airlines; Deutsche Telekom’s proposed $39 billion sale of T-Mobile to AT&T; and JPMorgan’s merger with Bear Stearns.
Ross participates regularly in speaking engagements on corporate and M&A matters. He participated on the “Defending Against Activism” panel at the annual 13D Active-Passive Investor Summit from 2014 to 2016. Ross also participated on the “What’s ‘Market’ in Merger Agreements?” and “Current Issues in Private Equity” and “Special Issues Carve-Out Transactions” panels at Tulane Corporate Law Institute in 2015, 2017 and 2019, respectively. In 2018, he appeared on the "How to Handle Post-Deal Activism" panel hosted by DealLawyers.com.
Ross is also a regular contributor to the firm’s “Delaware M&A Quarterly” publication and has authored several memoranda on transactional and corporate regulatory topics.
Ross is recognized in The Legal 500 for his work on “Shareholder Activism: Advice to Boards.”
Ross is a member of the New York City Bar Association Corporation Law Committee.
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Ross Fieldston to Participate in Tulane Corporate Law Institute
- Mar 14, 2019
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AmTrust Financial to be Taken Private by CEO, Karfunkel-Zyskind Family and Stone Point Capital in $2.7 Billion Deal
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AmTrust Financial to be Taken Private by CEO, Karfunkel-Zyskind Family and Stone Point Capital in $2.7 Billion Deal
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Delaware Court of Chancery Uses DCF Analysis to Appraise Merger Target below Deal Price
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- Feb 13, 2018
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New York Court Declines to Approve Disclosure-Only Settlement, Even Under More Lenient Gordon Standard
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- Jan 31, 2018
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Paul, Weiss Represents Ericsson in Divestment of Media Solutions
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- Jan 19, 2018
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Karfunkel-Zyskind Family and Stone Point Capital Propose to Acquire All Outstanding Shares of AmTrust
- Jan 08, 2018
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Karfunkel-Zyskind Family and Stone Point Capital Propose to Acquire All Outstanding Shares of AmTrust
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Hunt Companies Acquires Asset Management Businesses from MMA Capital; Enters into External Management Agreement and Private Placement Investment
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Hunt Companies Acquires Asset Management Businesses from MMA Capital; Enters into External Management Agreement and Private Placement Investment
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Delaware Court of Chancery Applies MFW to Dismiss Challenge to Reclassification
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- Dec 18, 2017
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Delaware Supreme Court Reverses Dell Appraisal Decision, Urging Reliance on Deal Price
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- Dec 12, 2017
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Delaware Court of Chancery Specifically Enforces Oral Settlement Agreement with Activist Investor
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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
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Ross Fieldston to Speak at Business-Government Relations Council’s Annual Meeting
- Oct 19, 2017
- Events
Ross Fieldston to Speak at Business-Government Relations Council’s Annual Meeting
Corporate partner Ross Fieldston will speak on the topic of M&A in regulated industries at the Business-Government Relations Council’s 2017 Annual Meeting.
Alere and Abbott Complete $5.3 Billion Merger
- Oct 03, 2017
- Client News
Alere and Abbott Complete $5.3 Billion Merger
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Delaware M&A Quarterly
- Oct 04, 2017
- Publications
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Invitation Homes and Starwood Waypoint Homes Announce Merger
- Sep 28, 2017
- Client News
Invitation Homes and Starwood Waypoint Homes Announce Merger
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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…
Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price
- Aug 07, 2017
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Delaware Supreme Court Reverses Court of Chancery Appraisal Decision and Directs Greater Reliance on Deal Price
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Delaware M&A Quarterly
- Jul 10, 2017
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ADMA Biologics Completes Acquisition of Biotest’s Therapy Business Unit Assets
- Jun 06, 2017
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ADMA Biologics Completes Acquisition of Biotest’s Therapy Business Unit Assets
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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
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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…
Client Alert: Delaware Court of Chancery Dismisses Breach of Fiduciary Duty
- May 16, 2017
- Publications
Client Alert: Delaware Court of Chancery Dismisses Breach of Fiduciary Duty
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.
Tricon Completes Acquisition of Silver Bay
- May 09, 2017
- Client News
Tricon Completes Acquisition of Silver Bay
Paul, Weiss represented Tricon Capital Group Inc in its acquisition of Silver Bay Realty Trust Corp., a public REIT owner-operator of single-family rental homes in the U.S.
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…
Mood Media Announces Acquisition of All Outstanding Common Shares and Comprehensive Solution for Debt Obligations
- Apr 13, 2017
- Client News
Mood Media Announces Acquisition of All Outstanding Common Shares and Comprehensive Solution for Debt Obligations
Paul, Weiss is representing certain noteholders of Mood Media Corporation, including funds managed by affiliates of Apollo Global Management, LLC and funds advised or sub-advised by GSO Capital Partners LP or its affiliates, in…
Alere and Abbott Amend Terms of Merger Agreement
- Apr 14, 2017
- Client News
Alere and Abbott Amend Terms of Merger Agreement
As widely reported in the financial press, Paul, Weiss client Alere, Inc. settled its hard-fought merger battle with Abbott Labs.
UCP Agrees to Business Combination With Century Communities
- Apr 11, 2017
- Client News
UCP Agrees to Business Combination With Century Communities
Paul, Weiss is representing real estate developer UCP, Inc., a subsidiary of PICO Holdings, Inc., in its stock and cash merger with homebuilder Century Communities, Inc.
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…
Ross Fieldston Participates in Tulane University Law School’s Annual Corporate Law Institute
- Mar 30, 2017
- Events
Ross Fieldston Participates in Tulane University Law School’s Annual Corporate Law Institute
Corporate partner Ross Fieldston participated in a panel at Tulane University Law School’s 29th Annual Corporate Law Institute.
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 …
Ericsson Secures $200 Million Investment in iconectiv Business From Francisco Partners
- Mar 07, 2017
- Client News
Ericsson Secures $200 Million Investment in iconectiv Business From Francisco Partners
Paul, Weiss is representing Ericsson and inconectiv in the sale of a minority stake in iconectiv to technology investment firm Francisco Partners.
Tricon Capital to Acquire Silver Bay Realty Trust
- Feb 28, 2017
- Client News
Tricon Capital to Acquire Silver Bay Realty Trust
Paul, Weiss is representing Tricon Capital Group Inc. in its proposed $1.4 billion acquisition of Silver Bay Realty Trust Corp.
MagnaChip Closes Exchangeable Notes Offering
- Jan 17, 2017
- Client News
MagnaChip Closes Exchangeable Notes Offering
Paul, Weiss advised MagnaChip Semiconductor S.A. in a private offering of $86.25 million aggregate principal amount of 5.00% exchangeable senior notes due 2021.
ADMA Biologics to Acquire Therapy Business from Biotest Pharmaceuticals Corporation
- Jan 23, 2017
- Client News
ADMA Biologics to Acquire Therapy Business from Biotest Pharmaceuticals Corporation
Paul, Weiss is representing ADMA Biologics, Inc. in their agreement to acquire certain manufacturing and therapy-related assets from Biotest Pharmaceuticals Corporation.
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: 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.
EarthLink and Windstream to Merge in $1.1 Billion Transaction
- Nov 07, 2016
- Client News
EarthLink and Windstream to Merge in $1.1 Billion Transaction
Paul, Weiss is representing EarthLink Holdings Corp. in its agreement to merge with Windstream Holdings, Inc. in an all-stock transaction valued at approximately $1.1 billion, including debt.
Qualcomm to Acquire NXP
- Oct 27, 2016
- Client News
Qualcomm to Acquire NXP
Paul, Weiss is representing wireless technology leader Qualcomm Incorporated in its agreement to acquire NXP Semiconductors for $47 billion.
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.
Corporate Partners Contribute Article to The CLS Blue Sky Blog
- Sep 07, 2016
- Publications
Corporate Partners Contribute Article to The CLS Blue Sky Blog
Corporate partners Scott Barshay, Ariel Deckelbaum, Ross Fieldston, Stephen Lamb and Jeffrey Marell co-authored a client memorandum that was featured on The CLS Blue Sky Blog, Columbia Law School's blog on corporations and capital…
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…
Apollo Funds Acquire Rackspace for $4.3 Billion
- Aug 26, 2016
- Client News
Apollo Funds Acquire Rackspace for $4.3 Billion
Paul, Weiss represented funds affiliated with Apollo Global Management in the recently completed acquisition of Rackspace, a leading cloud management company.
Corporate Partners Co-Author Article on the Delaware Court of Chancery’s Ruling in In re Volcano Corporation Stockholder Litigation
- Jul 06, 2016
- Publications
Corporate Partners Co-Author Article on the Delaware Court of Chancery’s Ruling in In re Volcano Corporation Stockholder Litigation
Corporate partners Scott Barshay, Ariel Deckelbaum, Ross Fieldston, Stephen Lamb and Jeffrey Marell authored a client memorandum, titled "Expansion of the BJR to Stockholder Approval of 'Medium Form' Mergers."
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…
MagnaChip Reaches Settlement Agreement With Engaged Capital
- May 27, 2016
- Client News
MagnaChip Reaches Settlement Agreement With Engaged Capital
Paul, Weiss client MagnaChip Semiconductor Corporation, a Korea-based designer and manufacturer of analog and mixed-signal semiconductor products, announced that it has entered into a settlement agreement with Engaged Capital,…
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…
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…
Ross Fieldston Discusses Shareholder Activism With The Deal
- Apr 21, 2016
- Videos
Ross Fieldston Discusses Shareholder Activism With The Deal
In this video, corporate partner Ross Fieldston speaks with The Deal's David Marcus at the 28th annual Tulane Corporate Law Institute, one of the premier corporate and securities law conferences in the U.S.
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 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…
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…
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.
Platform Specialty Products Closes Acquisition of Alent
- Dec 01, 2015
- Client News
Platform Specialty Products Closes Acquisition of Alent
Paul, Weiss client Platform Specialty Products Corporation, a global diversified specialty chemicals company, announced the completion of its acquisition of Alent plc.
Client Alert: Delaware Supreme Court Affirms Rural/Metro Decision, Including Aiding and Abetting Liability
- Dec 02, 2015
- Publications
Client Alert: Delaware Supreme Court Affirms Rural/Metro Decision, Including Aiding and Abetting Liability
The Delaware Supreme Court has issued its much anticipated opinion in RBC Capital Markets v. Joanna Jervis, affirming all of the principal holdings of the Court of Chancery's series of decisions in In re Rural/Metro Corp.…
Client Alert: ISS and Glass Lewis Publish 2016 U.S. Voting Policies
- Nov 23, 2015
- Publications
Client Alert: ISS and Glass Lewis Publish 2016 U.S. Voting Policies
As occurs every fall, the two largest U.S. proxy advisory firms, Institutional Shareholder Services (ISS) and Glass Lewis, have issued their respective voting policies for the upcoming year.
Ericsson and Cisco Announce Network Partnership
- Nov 09, 2015
- Client News
Ericsson and Cisco Announce Network Partnership
As reported by The Wall Street Journal, The New York Times, Bloomberg and other media outlets, Paul, Weiss client Ericsson AB and Cisco Systems, Inc., two industry leaders in the development and delivery of networking, mobility…
Client Alert: Delaware Court of Chancery Clarifies Application of Business Judgment Review in Post-Closing Merger Context
- Nov 03, 2015
- Publications
Client Alert: Delaware Court of Chancery Clarifies Application of Business Judgment Review in Post-Closing Merger Context
In two opinions published in the last week, the Delaware Court of Chancery had the opportunity to apply and clarify the Delaware Supreme Court's recent decision in Corwin v. KKR.
Client Alert: Delaware Supreme Court Provides Guidance on Standard of Review in Certain Merger Related Actions
- Oct 08, 2015
- Publications
Client Alert: Delaware Supreme Court Provides Guidance on Standard of Review in Certain Merger Related Actions
In Corwin v. KKR Financial Holdings LLC, the Delaware Supreme Court clarified that, in situations where entire fairness review does not apply (e.g., a merger without a controlling stockholder), a transaction that is approved by a …
Platform Specialty Products Announces Proposed Acquisition of Alent plc for Approximately $2.3 Billion
- Jul 13, 2015
- Client News
Platform Specialty Products Announces Proposed Acquisition of Alent plc for Approximately $2.3 Billion
Paul, Weiss client Platform Specialty Products Corporation and Alent plc announced the terms of a recommended offer by Platform to acquire all of the issued and outstanding shares of Alent in a cash and stock transaction for…
Charter Communications to Merge With Time Warner Cable
- May 26, 2015
- Client News
Charter Communications to Merge With Time Warner Cable
As reported in major media outlets, Paul, Weiss client Time Warner Cable and Charter Communications, Inc. announced that they have entered into a definitive agreement for Charter to merge with Time Warner Cable.
Client Alert: Delaware Court of Chancery Again Sets Appraisal Value at Merger Price After a “Competitive and Fair Auction”
- May 07, 2015
- Publications
Client Alert: Delaware Court of Chancery Again Sets Appraisal Value at Merger Price After a “Competitive and Fair Auction”
Merlin Partners LP v. AutoInfo Inc., is the latest in a recent string of opinions by the Delaware Court of Chancery in which the Court held in appraisal proceedings that the merger consideration represented the best estimate of…
Client Alert: Delaware Court of Chancery: Compensation Awards to Directors Not Ratified by Stockholder Approval and Subject to Entire Fairness
- May 06, 2015
- Publications
Client Alert: Delaware Court of Chancery: Compensation Awards to Directors Not Ratified by Stockholder Approval and Subject to Entire Fairness
In Calma v. Templeton, the plaintiff alleged that a board of directors breached their fiduciary duties in awarding themselves restricted stock units (RSUs) pursuant to a stockholder-approved equity incentive compensation plan.
Ross Fieldston Interviewed by The Deal’s David Marcus at Tulane Corporate Law Institute
- Apr 20, 2015
- Videos
Ross Fieldston Interviewed by The Deal’s David Marcus at Tulane Corporate Law Institute
In this video, The Deal's David Marcus interviews corporate partner Ross Fieldston at the 27th annual Tulane Corporate Law Institute, one of the premier M&A, corporate and securities law conferences in the U.S.
Client Alert: Delaware M&A Quarterly
- Apr 08, 2015
- Publications
Client Alert: 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 Halpin v. Riverstone National, Inc. and Struogo v. Hollander. We also discuss proposed …
AGS to Acquire Cadillac Jack
- Mar 30, 2015
- Client News
AGS to Acquire Cadillac Jack
Paul, Weiss client AGS, a portfolio company of Apollo Global Management, announced that it has entered into an agreement to acquire North America-based gaming machine provider Cadillac Jack for a total consideration of $370…
Client Alert: Delaware Court of Chancery Holds That Fee-Shifting Bylaw Does Not Apply to Former Stockholder
- Mar 17, 2015
- Publications
Client Alert: Delaware Court of Chancery Holds That Fee-Shifting Bylaw Does Not Apply to Former Stockholder
In Strougo v. Hollander, the Delaware Court of Chancery held that a fee-shifting bylaw did not apply to a former stockholder's challenge to the fairness of a 10,000-to-1 reverse stock split that the corporation undertook in…
Eric Goodison and Ross Fieldston to Participate in Annual Tulane Corporate Law Institute
- Mar 19, 2015
- Events
Eric Goodison and Ross Fieldston to Participate in Annual Tulane Corporate Law Institute
Corporate partners Eric Goodison and Ross Fieldston will participate in the 27th annual Tulane Corporate Law Institute, one of the premier M&A, corporate and securities law conferences in the U.S. Eric's panel, titled…
Client Alert: Delaware Court of Chancery Holds That Minority Stockholders Did Not Waive Appraisal Rights in a Merger Where the Company Failed to Properly Exercise Drag-Along Rights
- Mar 04, 2015
- Publications
Client Alert: Delaware Court of Chancery Holds That Minority Stockholders Did Not Waive Appraisal Rights in a Merger Where the Company Failed to Properly Exercise Drag-Along Rights
In Halpin v. Riverstone National, Inc., a controlling stockholder caused the company to complete a merger, but did so without exercising drag-along rights that would have compelled the minority stockholders to vote in favor of…
Grupo Salinas Completes $2.5 Billion Sale of Mexican Wireless Provider
- Jan 16, 2015
- Client News
Grupo Salinas Completes $2.5 Billion Sale of Mexican Wireless Provider
Paul, Weiss client Grupo Salinas completed the sale of Mexican wireless company Iusacell to AT&T for $2.5 billion, inclusive of Iusacell's debt. As part of the transaction, AT&T acquired all of Iusacell's wireless properties,…