Tag: Judicial
Kahn v. M&F Worldwide
In a much anticipated judicial development, the Delaware Supreme Court affirmed the holding of In re MFW Shareholders Litigation (Del. Ch. 2013) that if certain procedural protections are in place from the outset of a transaction, a controlling stockholder buyout otherwise subject to the entire fairness standard could be subject […]
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 […]
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 […]
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 […]
Fraud and Non-Reliance and Exclusive Remedy Clauses in Acquisition Agreements
Cooley partner Craig Menden coauthored the memo, Fraud and Non-Reliance and Exclusive Remedy Clauses in Acquisition Agreements, to the Subcommittee on M&A Jurisprudence.
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 […]