Court Gives Energy Transfer the Right to Walk Based on its Counsel’s Inability to Deliver the Required Tax Opinion
In a rare decision involving unusual facts, the Delaware Court of Chancery held that a buyer (Energy Transfer Equity, L.P.) had the right to terminate a signed merger agreement with its target (The Williams Companies, Inc.) that Energy Transfer no longer wished to close due to the unexpected decline in […]
Federal Appeals Court Rejects “Disclosure-Only” Settlement
Yesterday, in In re: Walgreen Co., the 7th Circuit Court of Appeals rejected a “disclosure-only settlement” involving Walgreen Co.’s 2014 purchase of Alliance Boots and the combined company’s subsequent reorganization. In a strongly-worded but divided opinion, the Court reversed the district court’s ruling, which approved (albeit reluctantly) the disclosure settlement […]
Webinar Recording: Compensation and Benefits Issues in M&A Transactions
Employee benefits and executive compensation issues rarely drive an M&A transaction. But these issues can result in unexpected delays and can make or break a successful post-closing integration of the companies. This webinar focuses on key employee benefits and executive compensation issues that should be considered by public companies in M&A […]
Shareholder Activism and HSR Collide: DOJ Obtains Record Fine from ValueAct
The Department of Justice Antitrust Division announced on July 12 that ValueAct Capital agreed to pay a record $11 million civil penalty to settle claims that ValueAct purchased over $2.5 billion in Halliburton and Baker Hughes stock with the intention of influencing their proposed $35 billion merger without complying with […]
Failure to Comply with the HSR Act: The Price is Going Up
Failure to comply with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) is about to get a lot more expensive. Effective August 1, 2016, the maximum civil penalty for noncompliance with the premerger notification requirements of the HSR Act will increase from $16,000 to $40,000 per day – a […]
Dell Decision and Recent Amendments to Delaware’s Appraisal Statute
Section 262 of the DGCL provides a statutory remedy for stockholders who do not vote in favor of certain M&A transactions (generally cash mergers) to petition the corporation to buy their stock at a price equivalent to the “fair value” of the stock, subject to compliance with certain procedures. A […]
From Aeroflex to Trulia: A Seismic Shift
On January 22, 2016, Chancellor Bouchard rejected a proposed disclosure-only settlement in In re Trulia, Inc. Stockholder Litigation, 129 A.3d 884 (Del. Ch. 2016), marking the culmination of what has been a seismic shift over the past several months in the Delaware Chancery Court’s treatment of disclosure-only settlements in lawsuits challenging […]
CDX Holdings Decision Spotlights the Treatment of Stock Options in a Merger
The treatment of outstanding stock options and other equity compensation awards is often a key element of a sale transaction. Because stock options can represent considerable value, how they are treated can have a significant impact on the company’s management team and employees. For the parties negotiating the transaction, it can […]
DE Court Comments on Block-Holder Rights in OptimisCorp
The Delaware Supreme Court issued an Order this week in OptimisCorp v. Waite that could have implications for VC-backed or other companies with so-called “block-holder” directors – or directors who are appointed by a stockholder with a large block of shares – in the context of corporate turmoil where management, […]
Private Market Trends Snapshot 2016
M&A deal terms will almost always vary based on the specific context of the transaction, including the deal price, structure and each party’s negotiating leverage. Although no amount of data can replace context-specific analysis, data-driven decision-making continues to make its way into negotiations and can, under the right circumstances, provide […]