New York Law Journal | Analysis
By Todd E. Soloway and Michelle Pham | October 30, 2018
In their Hospitality Law column, Todd Soloway and Michelle Pham explore some common issues that arise in M&A negotiations involving hospitality companies and provide guidance for how companies should address the related risks and liabilities.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | October 17, 2018
In 2014, the Delaware Supreme Court in 'Kahn v. MFW' held that the business judgment standard could apply to review of a controlling stockholder merger if at the outset the controlling stockholder conditioned the squeeze-out transaction on negotiation and approval by a committee of independent and disinterested directors and the informed, uncoerced approval of a majority of the minority stockholders (dual stage approvals).
New York Law Journal | Analysis
By Joseph M. McLaughlin and Shannon K. McGovern | October 10, 2018
Corporate Litigation columnists Joseph M. McLaughlin and Shannon K. McGovern discuss 'Akorn v. Fresenius Kabi AG', which has drawn considerable interest as the first decision applying Delaware law that found an MAE warranting a buyer's exercise of merger termination rights. While 'Akorn' may embolden future parties to test the breadth of their own MAE provisions, the decision appears driven by extraordinary facts and now awaits review in the Delaware Supreme Court.
Delaware Business Court Insider | News
By Tom McParland | October 2, 2018
The Delaware Court of Chancery on Monday allowed Fresenius SE to walk away from its planned $4.3 billion deal to acquire generic drugmaker Akorn Inc., ruling that a series of regulatory compliance issues at Akorn had allowed Fresenius to terminate the merger.
Delaware Business Court Insider | News
By Tom McParland | August 23, 2018
The Delaware Court of Chancery has cleared the way for trial in an investor challenge to a deal that handed control of medical device company Halt Medical Inc. to a private equity firm in 2014.
Delaware Business Court Insider | Commentary
By Mark J. Oberstaedt and Nicholas Franchetti | August 22, 2018
When an important M&A contracting strategy goes by the moniker “sandbagging,” it is safe to assume the strategy is controversial.
Delaware Business Court Insider | News
By Tom McParland | June 25, 2018
A Delaware Court of Chancery judge on Monday allowed former investors in Straight Path Communications Inc. to proceed with claims that its controlling stockholder used his power to avoid more than $500 million in liability stemming from the telecommunication company's $3.1 billion sale to Verizon.
Delaware Business Court Insider | News
By Tom McParland | June 19, 2018
Investors in Hansen Medical Inc. will be allowed to proceed a Delaware Court of Chancery lawsuit alleging the California-based medical robotics firm's $80 million squeezeout merger with Auris Surgical Robotics Inc. unfairly benefited a group of controlling stockholders who steered the deal.
Delaware Business Court Insider | News
By Tom McParland | June 11, 2018
Former investors in Orbital ATK Inc. filed a petition in the Delaware Court of Chancery seeking appraisal of their shares in connection with Northrop Grumman Corp.'s $9.2 billion acquisition of the aerospace and defense technologies firm.
Delaware Business Court Insider | News
By Tom McParland | June 4, 2018
Chancellor Andre G. Bouchard said the statutory remedy was not an option for two Florida-based pension funds because Dr Pepper itself would not be merged with Keurig, but would merely participate as a parent company in the transaction.
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