All posts by Cooley

In re Rural Metro Corporation Stockholders Litigation

In Rural Metro, the Delaware Chancery Court held that RBC Capital Markets, LLC, as financial advisor to the Rural Metro (Target), had aided and abetted Target’s directors in breach of their fiduciary duties in connection with its sale to Warburg Pincus (Buyer). This is the latest in a string of […]

FTC Expands HSR Reporting Obligations – Targeting Pharmaceutical Licensing Deals

A new Federal Trade Commission (“FTC”) rule, which became effective December 16, 2013, targets the pharmaceutical industry and requires Hart-Scott-Rodino Act (HSR) notices for a broader array of licensing transactions, expanding the types of deals that have to be notified to the government to allow antitrust enforcement agencies to scrutinize […]

Revised 2014 Hart-Scott-Rodino Antitrust Thresholds – Effective February 24, 2014

The Federal Trade Commission has completed its annual adjustments to the filing thresholds under the Hart-Scott-Rodino (HSR) Act. The new, higher thresholds will take effect on February 24, 2014 and apply to all transactions which close on or after this date but before the next round of adjustments takes effect in […]

Lengthening the Indemnification Claims Period

Delaware law limits parties’ ability to contractually agree to lengthen the time period for making claims beyond the statute of limitations that would otherwise apply to the underlying claims. A line of Delaware cases (the most well known of which is GRT, Inc. v. Marathon GTF Technology, Ltd.) have held […]

Cooley Bolsters East Coast M&A Capability

On January 1, 2014, Cooley combined with Dow Lohnes PLLC’s Washington, DC office. Through the transaction, Cooley added more than 50 attorneys and many other non-lawyer professionals and industry specialists. Among those additions, we have added three partners to our M&A practice with significant deal experience, particularly in the communications, media […]

Developments Under Delaware Law in the Enforceability of Non-Reliance Provisions Against Fraud Claims

A series of cases in 2013 refined the law in Delaware relating to the enforceability of non-reliance clauses. Non-Reliance clauses are generally intended to limit a buyer’s ability to make fraud claims based upon representations made outside of the acquisition agreement (e.g., in diligence materials in the data room, spoken […]

Great Hill Equity Partners v. SIG Growth Equity Fund

In Great Hill, the court held that the right to assert the privilege over attorney-client communications and ownership of such communications passes to the acquirer in acquisitions structured as mergers under Delaware law. This case clarifies the law in Delaware mergers by expressly refusing to follow prior New York case […]

No Deal Too Small: FTC and DOJ Target Non-HSR Reportable Tech Deals in 2013

The FTC recently announced a settlement with a specialty software developer, requiring it to divest a business that it had acquired more than a year earlier for $8.7 million. The challenge to an acquisition that was so small that it did not have to be reported under the Hart-Scott-Rodino Act […]

In Re Trados Incorporated Shareholder Litigation

In a case involving a common fact pattern, Trados “Part 2” provides a very helpful analysis of a board’s fiduciary obligations when common stockholders receive no consideration in an acquisition. Trados was acquired in 2005 for $60 million in cash and stock. The preferred stockholders received $52.2 million of the […]

Delaware General Corporation Law §251(h)

The amendments to Delaware law streamlining the back-end merger process in transactions structured as two-step tender offers went into effect August 1. DGCL 251(h) and the related changes to the DGCL permit acquirers to complete the back-end merger after receiving 50% plus one share tendered without being required to obtain […]

California Corporations Code §603(b) Amended

Amendments to California Corporations Code (“CCC”) §603(b) were signed into law on August 16, 2013 and will become effective January 1, 2014. CCC §603(b) relates to written consents of shareholders in certain reorganization transactions. CCC §603(b) currently requires that a corporation approving a reorganization by shareholder written consent either (1) solicit […]