F. Mark Reuter
Perils of Ambiguous Advance Notice Provisions

In 2008, two companies suffered public battles from hedge funds that circumvented advance notice provisions. In Jana Master Fund, Ltd. v. CNET Networks, Inc. and and Levitt. Corp. v. Office Depot, Inc., the Delaware Chancery Court interpreted common advance...

F. Mark Reuter
Loopholes Provide Activist Securityholders Unfair Advantages in Takeover Contests; How Targets Can Fight Back

In CSX v. Children's Fund Mgmt. (UK) LLP, a court struck down a target company's attempt to prevent activist hedge funds from voting their shares at the annual stockholders' meeting. With this decision, activist hedge funds obtained a favorable...

Nathalie Martin
Nathalie Martin on Strategic Uses of the Unconscionability Doctrine Under UCC Section 2-302

The unconscionability doctrine is premised on the idea that the law should be fair and should not allow people to be taken advantage of. Unconscionability is used as a shield and not a sword, meaning that it is a defense to liability, not a cause of action...

Ilene Knable Gotts & Nathaniel K. Asker
Antitrust Aspects of Acquisitions of Financially Distressed Businesses

With increasing frequency, financial restructurings are being implemented via a variety of distressed M&A transactions: Section 363 asset sales, Chapter 11 plans, acquisitions in connection with cross-border insolvency proceedings or out-of-court...

Tags: antitrust
Margit Livingston
Professor Margit Livingston on Recovering Lost Profits: The New Business Rule

When injured by another's breach of contract or tort, a commercial plaintiff will often believe that it has suffered lost profits. However, it is much more difficult for a newly formed business to prove lost profits as some courts, applying the so...

Margit Livingston
Professor Margit Livingston on Priorities in Accounts Under U.C.C. Article 9

Accounts receivables or "receivables," which constitute a significant part of many enterprises' assets, are frequently proffered as collateral in secured lending transactions. Consequently, Article 9 secured parties must understand how to...