Delaware Business Court Insider | News
By Tom McParland | April 4, 2019
According to the complaint, the all-stock deal was riddled with conflicts and designed to protect KKR & Co. Inc., First Data's controlling shareholder, which took the company private in 2007 in one of the largest leveraged buyouts ever.
Delaware Business Court Insider | News
By Tom McParland | March 27, 2019
An attorney for Aruba Networks—a developer of wireless infrastructure—urged the Delaware Supreme Court on Wednesday to uphold a Chancery Court decision that looked to the company's stock price, and not the agreed-upon merger price, to determine fair value in a $3 billion sale to Hewlett-Packard Co. in 2015.
Delaware Business Court Insider | News
By Tom McParland | March 20, 2019
Chancellor Andre G. Bouchard said Wednesday that there were "no concrete facts" to support claims that Charles K. Narang, the former CEO of Virginia-based NCI Inc., had orchestrated the 2017 sale to a private equity fund as a way to liquidate his holdings in the firm.
Delaware Business Court Insider | News
By Roy Strom | March 19, 2019
“Cravath's task was to lend a patina of integrity to a sham auction,” claims a lawsuit against the M&A powerhouse.
New York Law Journal | Analysis
By Robert Malionek and Jon Weichselbaum | March 5, 2019
While parties to large purchase or merger transactions typically include material adverse effect (MAE) clauses in their agreements, there is little in the law for what establishes a “material adverse effect.” Parties to such transactions can find some guidance from the recent decision in 'Akorn v. Fresenius Kabi AG', which marked the first Delaware state court case to uphold a buyer's right to terminate a merger agreement on the basis of an MAE.
The Legal Intelligencer | Commentary
By Robert L. Hickok, Jay A. Dubow and Erica Hall Dressler | February 28, 2019
On Jan. 4, 2019, the U.S. Supreme Court granted certiorari in the matter, Emulex v. Varjabedian. A ruling by the Supreme Court will likely resolve a circuit split regarding the pleading standard for claims brought under Section 14(e) of the Securities Exchange Act of 1934 that was created by the U.S. Court of Appeals for the Ninth Circuit's decision in April 2018.
Delaware Business Court Insider | News
By Tom McParland | January 10, 2019
In an 18-page complaint, shareholders Thursday questioned analyses by Nutrisystem's Evercore Group financial advisers and said that the cash-and-stock deal, announced in December, had undervalued the company.
Delaware Business Court Insider | News
By Tom McParland | December 28, 2018
The Delaware Court of Chancery in 2018 sought to provide new guidance in appraisal litigation after two landmark rulings from the state's high court set a clear preference for deal price in determining fair value in corporate mergers.
Delaware Business Court Insider | News
By Tom McParland | December 7, 2018
The Chancery Court's Oct. 1 decision was the first in the state to allow a potential buyer to escape its merger obligations based on a finding that one had occurred.
Delaware Business Court Insider | Commentary
By Peter Flocos, Lisa Stark, Rick Giovannelli and Mark Hammes | October 31, 2018
In a landmark decision, a Delaware court has, for what is widely believed to be the first time ever, found that a material adverse effect actually occurred in an acquisition transaction, giving the buyer a right to terminate the pending transaction.
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