Articles and updates affecting M&A transactions
Category: Insight
UK Supreme Court Confirms Merger Control Threshold for Business Acquisitions
Shortly before Christmas, the UK Supreme Court issued a judgment that provides important guidance on the legal test for assessing the circumstances in which UK merger control rules apply to the acquisition of business assets.
No Harm, but Foul: Process Considerations for “Interested” Transactions
After over seven years of litigation, the Delaware Supreme Court on December 11, 2015 upheld the Court of Chancery’s important decision in Nine Systems, which held that a 2002 recapitalization of a streaming media start-up unfairly diluted the minority stockholders when VC-backed directors failed to include the stockholders in an emergency round of financing […]
Mind the Gap (or Lack Thereof)
Two recent cases in the M&A space regarding earn-outs make one thing clear: express language in the definitive agreement prevails over any implied covenant of good faith and fair dealing. Fortis Advisors LLC v. Dialog Semiconductor PLC (Del. Ch. January 30, 2015) (granting a buyer’s motion to dismiss a claim […]
Court Upholds Banker Liability for Inducing Faulty Process in Rural/Metro Sale
On November 30, 2015, in RBC Capital Markets, LLC v. Jervis (C.A. No. 6350-VCL) the Delaware Supreme Court upheld the principal rulings finding financial advisor RBC Capital Markets, LLC liable for approximately $76 million in damages for aiding and abetting breaches of fiduciary duties by former directors of Rural/Metro Corporation in connection […]
Proposing a Fix? Ready to Litigate the Fix? Recent Cases Should Guide Strategy
Companies considering transactions that raise serious antitrust issues should have a strategy for getting through the Hart-Scott-Rodino review process before finalizing the deal.
High-tech Mergers: Flying “High” on the Antitrust Enforcement Radar
The pace of strategic deal-making has electrified corporate America over the past year and has kept antitrust enforcers on their toes in analysing the potential competitive effects of these deals.
Rep and Warranty Insurance: Trends and Key Considerations
Over the last several years, transactional insurance, or representation and warranties insurance (“R&W Insurance”), has become a more prominent part of the M&A landscape.
Abandon Ship! Don’t Let Antitrust Risk Sink your Deal
Recent antitrust challenges to mergers, including the FTC’s recent federal court victory, have forced parties to abandon at least three deals in the past few months.
Utilizing Drag-Along Rights in Private Company Merger Agreements
In our January 2015 newsletter we discussed the recent decision of the Delaware Court of Chancery in the Cigna Health & Life Company v. Audax Health Solutions, Inc. case, which invalidated two purchaser-imposed requirements that are frequently found in private company mergers, specifically the conditioning of payment of merger consideration on […]
Delaware Chancery Court Weighs in on Fair Value in an Appraisal action
In the last few years, there have been numerous developments in the law and practice surrounding appraisal rights under Delaware law.