On April 20, 2010, the Federal Trade Commission ("FTC") and the
Department of Justice ("DOJ") (collectively the "Agencies") released a proposed
updated version of the Horizontal Merger Guidelines ("Guidelines"...
The FCC granted approval for the NBC-Comcast transaction
yesterday. The deal was announced last Spring and has been pending
approval since then. You'll remember that
because the NBC-Comcast deal involves broadcast and cable properties,
In the most cynical view of the shareholder lawsuit,
managers are happy to settle even spurious claims because the global release
and settlement generates effectively a 'get out of jail free' card absolving
them of any fiduciary failings that...
Health, Inc. v. Squid Soap, L.P., C.A. No. 4410-VCL (Del. Ch. July 20,
2010), read opinion here . Prior Delaware
Court of Chancery decisions in this case were highlighted here.
involves a claim against the purchaser...
The U.S. Supreme Court's June 2010 decision in Morrison v. National Australia Bank looked like the end
of securities claims in U.S. courts on behalf so-called "f-cubed" claimants -
that is, foreign shareholders of foreign-domiciled companies...
There's a three-letter acronym that stands for a company that focuses on corporate governance ratings and research that public companies and their boards should become familiar with in the next year. (No. I'm not talking about the powerful ISS...
In the vein of life mimicking possible exam questions - Morris James points out a recent case in the Delaware Chancery Court, Arkansas Teacher Retirement System v Caiaf a ("TRS") . The issue relates to whether a plaintiff may maintain standing...
The Genzyme-Sanofi transaction is being structured as a
tender offer with a back end short form merger ( merger agreement ). To accomplish the short merger,
they are employing a top-up option. The top-up option language is
below. The option is triggered...
by Steven Anderson
Counsel to Counsel Magazine
When in Rome, draft contracts as the Romans do. The same goes for China,
Brazil and most other countries. Cross-border deals require a customized
approach. A one-size-fits-all mentality is a sure...
The acquisition of Burger King by 3G Capital Partners is the matter that just keeps on giving – at least for SEC enforcement. Initially, the Commission brought an action against Wells Fargo broker Waldyr Da Silva Prado Neto, who misappropriated...
On January 31, 2014 (revised February 4, 2014), the SEC issued a no-action letter to a group of attorneys who requested assurance on an issue that has long been on the minds of securities lawyers: are people who facilitate the sale of a controlling interest...
The New York Times reports today that the first half of 2012 has been pretty dismal in mergers and acquisitions. Total dollar volume is down almost 22% from the same period last year, and the number of deals is down 17%. Oil and gas was the busiest sector...
In Re Dollar Thrifty Shareholder
Litigation, C.A. No. 5458 (Del. Ch., Sept.
8, 2010), read 84-page opinion here . The Court of Chancery issued this opinion last night,
denying the request for a preliminary injunction to block the merger by which
It doesn't happen often. But, that
doesn't mean it doesn't happen. The FTC is now suing Dun & Bradstreet (H/T Main Justice ) to unwind
a transaction D&B closed last year. According to the complaint , D&B acquired the Quality...
I wanted to follow up on an earlier post, Triggering Revlon with Nonconvertible Debt . In the last paragraph of that post I noted that Lyondell reminds us that good faith claims are very hard to win. Stefan Padfield ( Business Law Prof Blog ) wrote me...