Tag: Delaware
New Pubcos Should Consider Defensive Health in Light of ISS/GL Recommendations
ISS and Glass Lewis are continuing to apply special scrutiny to certain corporate governance provisions of “newly public” companies (generally, companies that have gone public in 2014 or later). See our December 2016 client alert. In short, the latest policies (which have evolved over the last few years) provide that […]
$2 Billion Purchase Price Dispute Over GAAP Compliance Highlights Need for Careful Drafting
Purchase price adjustments are common features (2015 SRS study: 77% of deals) of private merger agreements that are generally intended to ensure that the acquired company will have the same level of cash or working capital to operate the business post closing that it had at signing. However, if not […]
2017 M&A Trends Series: Negotiating Anti-Reliance Language
So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. Negotiating Anti-Reliance Language Buyers continued to assert fraud claims in private […]
2017 M&A Trends Series: Delaware Confronts M&A Litigation
So far this year, deal parties are approaching M&A with cautious optimism. This series of Cooley M&A blog posts include some brief observations that offer some M&A highlights over the past year and our thoughts for the year to come. Delaware Confronts M&A Litigation M&A deal litigation continues to plague most […]
Data Points from Recent Appraisal Decisions
As concerns over the potential exercise of appraisal rights are increasingly being factored into deal price, data points from recent Delaware appraisal decisions may help inform a party of its appraisal risks and, if an appraisal claim is filed, may also be useful in deciding whether to settle the claim […]
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 […]
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, […]
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 […]
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.