X

Thank you for sharing!

Your article was successfully shared with the contacts you provided.

It was a rare merger or acquisition deal in 2012 that escaped legal challenges from shareholders, according to a study released Thursday by Cornerstone Research, which specializes in analyzing financial issues in commercial litigation and regulatory proceedings. Some 96 percent of M&A deals valued over $500 million and 93 percent of those valued over $100 million engendered suits, according to “Shareholder Litigation Involving Mergers and Acquisitions” [PDF]. The report was co-authored by Olga Koumrian, a principal of Cornerstone, along with business and law professor Robert Daines of the Stanford Law School. Daines is also co-director of Stanford’s Rock Center on Corporate Governance. “Death, taxes, and deal litigation are the three most inescapable things,” Daines told CorpCounsel.com. “Essentially nearly all merger deals get challenged.” He said it’s not likely that all of these boards did a poor job in selling their firms. “The question is whether we can tell the good cases from the bad ones, and whether the threat of a lawsuit produces benefits for shareholders,” Daines added. On average, the deals attracted more than 4.8 suits per transaction, with some filed within hours after an announcement. The average time between announcement of a deal and commencement of a legal challenge was 14 days, the report said. It said most cases settled, usually within 42 days, and most plaintiffs received only additional disclosures and no monetary compensation. However, there were some exceptions worth noting. In fact, two of the largest M&A settlements in recent years occurred last year, one for $110 million in the El Paso Corp./Kinder Morgan Inc. deal, and the other for $49 million in the acquisition of Delphi Financial Group Inc. by Tokio Marine Holdings Inc. Cornerstone also researched the largest settlements of the last decade and found these deals have steadily increased in size over the years. The average settlement fund between 2010 and 2012 was $78 million, compared with $36 million in 2003 through 2009, the report said. The authors said most of the large settlements involved allegations of significant conflicts of interest, such as Delphi’s chief executive negotiating a premium for the share class he owned; and El Paso’s chief executive negotiating side deals with acquirers to purchase some of the targets’ assets. Plus El Paso’s financial adviser, the Goldman Sachs Group Inc., received a court scolding because it owned 19 percent of the acquirer, Kinder Morgan, while representing the other side, El Paso. In other findings, the report said:

This content has been archived. It is available exclusively through our partner LexisNexis®.

To view this content, please continue to Lexis Advance®.

Not a Lexis Advance® Subscriber? Subscribe Now

Why am I seeing this?

LexisNexis® is now the exclusive third party online distributor of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® customers will be able to access and use ALM's content by subscribing to the LexisNexis® services via Lexis Advance®. This includes content from the National Law Journal®, The American Lawyer®, Law Technology News®, The New York Law Journal® and Corporate Counsel®, as well as ALM's other newspapers, directories, legal treatises, published and unpublished court opinions, and other sources of legal information.

ALM's content plays a significant role in your work and research, and now through this alliance LexisNexis® will bring you access to an even more comprehensive collection of legal content.

For questions call 1-877-256-2472 or contact us at customercare@alm.com

 
 

ALM Legal Publication Newsletters

Sign Up Today and Never Miss Another Story.

As part of your digital membership, you can sign up for an unlimited number of a wide range of complimentary newsletters. Visit your My Account page to make your selections. Get the timely legal news and critical analysis you cannot afford to miss. Tailored just for you. In your inbox. Every day.

Copyright © 2019 ALM Media Properties, LLC. All Rights Reserved.