• Delaware Business Court Insider

    In 'Aruba Networks,' Del. High Court Emphasizes Deal Price as a Measure of Appraisal Value

    May 15, 2019

    In 'Verition Partners Master Fund v. Aruba Networks,' the Delaware Supreme Court considered whether the Delaware Court of Chancery abused its discretion in concluding that, as of the “effective date” of the merger between Aruba Networks Inc. and Hewlett-Packard Co., the “fair value” of Aruba was its unaffected market price.

  • Delaware Business Court Insider

    LeGrow Tosses Breach-of-Contract Suit Against Private Equity Company, Ruling It Didn't Exert Control of Business

    May 10, 2019

    Judge Abigail M. LeGrow on Thursday ruled that the claims by plaintiff P&TI Acquisition Co. failed because the firm had failed to show that managers associated with a Morgenthaler-related firm controlled the entities by virtue of either their voting or decision-making power.

  • Bobcat N. Am., LLC v. Inland Waste Holdings, LLC

    Publication Date: 2019-05-08
    Practice Area: Mergers and Acquisitions
    Industry:
    Court: Delaware Superior Court
    Judge: Judge Wallace
    Attorneys: For plaintiff: Joel Friedlander, Christopher M. Foulds, and Christopher P. Quinn, Friedlander & Goris, P.A., Wilmington, DE; Andrew J. Wronski, Max B. Chester, and Andrew M. Meerkins, Foley & Lardner LLP, Milwaukee, WI for plaintiff.
    for defendant: David S. Eagle and Sean M. Brennecke, Klehr Harrison Harvey Branzburg LLP, Wilmington, DE; William T. Hill and Gregory R. Sellers, Klehr Harrison Harvey Branzburg LLP, Philadelphia, PA for defendants.

    Case Number: D68550

    Purchaser was entitled to redemption of its equity pursuant to business purchase agreement where parties' agreement expressly and exclusively conditioned redemption on failure of future business conditions to manifest when those conditions did fail to manifest.

  • Delaware Business Court Insider

    Investor Alleges Incomplete Disclosures in Merger of Midwestern Banks

    May 07, 2019

    The proposed class action alleged that Minnesota-based TCF omitted important information that shareholders would need in order to vote on the all-stock merger at a special meeting scheduled for June 7.

  • Verition Partners Master Fund Ltd. V. Aruba Networks, Inc.

    Publication Date: 2019-05-01
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory
    Court: Delaware Supreme Court
    Judge: Per Curiam
    Attorneys: For plaintiff: Michael J. Barry, Christine M. Mackintosh, Michael T. Manuel and Rebecca A. Musarra, Grant & Eisenhofer P.A., Wilming-ton, DE for petitioners.
    for defendant: Michael P. Kelly, Steven P. Wood and Daniel J. Brown, McCarter & English, LLP, Wilmington, DE; Marc J. Sonnenfeld, Karen Pieslak Pohlmann and Laura Hughes McNally, Morgan, Lewis & Bockius LLP, Philadelphia, PA for respondent. Ned Wein-berger, Derrick Farrell and Thomas Curry, Labaton Sucharow LLP, Wilmington, DE for amici curiae professors in support of petitioners. Gregory P. Williams, Richards, Layton & Finger, P.A., Wilmington, DE for amici curiae professors in support of respondent.

    Case Number: D68549

    The chancery court abused its discretion in this statutory appraisal proceeding when valuing the shares by deducting unspeci-fied reduced agency costs from the deal price.

  • Almond v. Glenhill Advisors, LLC

    Publication Date: 2019-04-24
    Practice Area: Mergers and Acquisitions
    Industry: Consumer Products | Investments and Investment Advisory
    Court: Court of Chancery
    Judge: Chancellor Bouchard
    Attorneys: For plaintiff: Peter B. Ladig and Sara E. Bussiere, Bayard, P.A., Wilmington, DE; David H. Wollmuth and Michael C. Ledley, Wollmuth Maher & Deutsch LLP, New York, NY; David A. Jenkins, Smith, Katzenstein & Jenkins LLP, Wilmington, DE; Scott J. Watnik, Wilk Auslander LLP, New York, NY; Thomas A. Brown, Morea Schwartz Bradham Friedman & Brown LLP, New York, NY for plaintiffs.
    for defendant: Andrew D. Cordo and F. Troupe Mickler IV, Ashby & Geddes, Wilmington, DE; Adrienne M. Ward and Brian Katz, Olshan Frome Wolosky LLP, New York, NY; John B. Borgan, Ellenoff Grossman & Schole LLP, New York, NY; Douglas D. Herrmann, Pepper Hamilton LLP, Wilmington, DE; Paul B. Carberry, Joshua Weedman, and Erin Smith, White & Case LLP, New York, NY; Frederick B. Rosner, Scott J. Leonhardt, and Jason A. Gibson, The Rosner Law Group LLC, Wilmington, DE; S. Preston Ricardo, Golenbock Eiseman Assor Bell & Peskoe LLP, New York, NY; John D. Hendershot, Susan M, Hannigan, and Brian F. Morris, Richards, Layton & Finger, P.A., Wilmington, DE; Brian B. House, Foley & Lardner LLP, Milwaukee, WI for defendants.

    Case Number: D68534

    Plaintiffs' fee application pursuant to the corporate benefit doctrine denied under equitable principles where plaintiffs opposed company's efforts to judicially validate defective corporate acts identified by plaintiffs to succeed on their larger claim for damages.

  • NASDI Holdings, LLC v. N. Am. Leasing, Inc.

    Publication Date: 2019-04-24
    Practice Area: Mergers and Acquisitions
    Industry: Construction
    Court: Court of Chancery
    Judge: Vice Chancellor McCormick
    Attorneys: For plaintiff: Brian C. Ralston and Matthew A. Golden, Potter Anderson & Corroon LLP, Wilmington, DE; Michael Dockterman, Steptoe & Johnson, LLP, Chicago, IL for plaintiffs.
    for defendant: Joseph B. Cicero, Paul D. Brown, and Stephanie H. Dallaire, Chipman Brown Cicero & Cole, LLP, Wilmington, DE; Mark L. McAlpine, Douglas W. Eyre, McAlpine PC, Auburn Hills, MI for defendants.

    Case Number: D68536

    Plaintiffs were entitled to summary judgment on their breach of contract claim and defendants' affirmative defenses where plaintiffs' contractual notice obligation did not apply to its claim for indemnification, plaintiffs had no duty to mitigate prior to defendants' breach, and unclean hands was not a defense to a purely legal claim for breach.

  • Delaware Business Court Insider

    Del. Supreme Court Cites Timing of Deal Talks in Reviving Case Over Oil and Gas Merger

    April 08, 2019

    The ruling, published Friday by a three-judge panel of the state high court, applied the justices' 2014 precedent in the case Kahn v. M&F Worldwide to deny business-judgment deference to the Earthstone board and reversed, in part, the Chancery Court's dismissal of the case in its entirety last July.

  • Delaware Business Court Insider

    Investor Challenge Attacks $22B First Data Acquisition as Unfair, Conflicted

    April 04, 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.

  • English v. Narang

    Publication Date: 2019-04-03
    Practice Area: Mergers and Acquisitions
    Industry: Investments and Investment Advisory | Technology Media and Telecom
    Court: Court of Chancery
    Judge: Chancellor Bouchard
    Attorneys: For plaintiff: Blake A. Bennett, Cooch and Taylor, P.A., Wilmington, DE; W. Scott Holleman and Garam Choe, Johnson Fistel, LLP, New York, NY for plaintiffs.
    for defendant: Elena C. Norman and Daniel M. Kirshenbaum, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Joshua Z. Rabinovitz, Kirkland & Ellis LLP, Chicago, IL; Devora W. Allon, Kirkland & Ellis LLP, New York, NY for defendants.

    Case Number: D68510

    Breach of fiduciary duty following tender offer merger transaction dismissed where plaintiffs failed to present facts supporting allegation that controlling stockholder had motivation to engineer sale for personal liquidity concerns or that the board intentionally depressed company projections in the tender offer recommendation statement.