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U.S. Supreme Court Denies Stay of American Airlines Merger With US Airways

WASHINGTON, D.C. — (Mealey’s) U.S. Supreme Court Justice Ruth Bader Ginsburg on Dec. 8 denied an emergency application by individual airline customers seeking to prevent the merger of bankrupt American Airlines Inc. and US Airways Group Inc. The customers had argued that the merger violates...

Delaware Court of Chancery Allows Claims for Post-Closing Earn-Out Iniquities and Inequities

American Capital Acquisition Partners, LLC v. LPL Holdings, Inc., C.A. No. 8490-VCG (Del. Ch. Feb. 3, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Court of Chancery opinion addresses a recurring theme of many cases in this court: disputed earn-out provisions...

Comcast Merger Raises Questions, but Any Answers?

It's no surprise that the proposed Comcast-TWC merger raises questions about consolidation in the cable business. But it's hard to say that there are any simple answers. The issues that are raising some of the loudest concerns stem from the fact that this merger will be a merger of number 1 and...

Delaware Court of Chancery Denies Motion For Summary Judgment on Merger Challenge

Frank v. Elgamal , C.A. No. 6120-VCN (Del. Ch. Mar. 10, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Why this case is noteworthy : For many readers, this 94-page decision on a motion for summary judgment is useful, in part, for the following points: One...

Delaware Court of Chancery Allows Some Claims to Proceed in Connection with Merger

Chen v. Howard-Anderson , C.A. No. 5878-VCL (Del. Ch. April 8, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Why this Case is Noteworthy : This Delaware Court of Chancery opinion addresses the standard of review applicable in a merger that is challenged on Revlon...

Cornerstone Releases 2013 Study of M&A Lawsuit Settlements

Only two percent of M&A lawsuit that settled in 2013 involved a monetary payment to shareholders, according to the latest report on M&A lawsuit settlements from Cornerstone Research. The report, entitled “Settlements in Shareholder Litigation Involving Mergers and Acquisitions: Review of...

Go-Shops and the Pricing of Going Private Transactions

Antoniades, et al have a paper, No Free Shop . There have always been two sides to the go-shop issue. On the one side, if a company has the right to proactively shop itself post-signing, that should be good, right? In Topps , Chief Justice Strine called the go-shop "sucker's insurance"...

Watergate Is Not Just a Hotel – Corporate Suitors for Alstom

Today is the anniversary of an event that can truly be said to have changed the world; although certainly not in the manner intended by its planners, sponsors or participants. Today is the anniversary of the 1972 Watergate Break-In. How much of the world has changed because of this event? We certainly...

Summer of the Inversion, Continued

See Summer of the Inversion, Part 1 , which includes a video explainer on inversion deals So, inversions are continuing in rapid fashion. Even Mylan - whose CEO is the daughter of West Virginia Senator and former Governor Joe Manchin (see: " what my daughter did should be illegal ") I've...

Walgreens: High Water Mark For Inversions?

Walgreens had been working on and considering an inversion for some time, but today it dropped plans to relocate to the UK and announced that it would purchase all of the shares of Alliance Boots (UK) that it did not already own. Does Walgreens' decision to step away from the inversion edge mark...

What's Driving Inversions?

That question is still a bit of a mystery. Still no real answer, but like the SAT test we can start to eliminate the obviously wrong answers. From a paper by Ed Kleinbard, Competitiveness Has Nothing to Do With It (h/t Dealbook ), we can eliminate the competitiveness canard. Here's the abstract:...

Treasury Moves on Inversions

Sure as Fall has followed Summer, now Treasury is seeking to end the Summer of the Inversion by adopting rules to reduce incentives to pursue such deals. If there is going to be any policy action to shut down inversions, it can only happen through Treasury because Congress has done what Congress does...

Dollar General Launches Proxy Contest in Family Dollar

Last week Dollar General started soliciting "Gold" proxies (like golden tickets?) from Family Dollar shareholders in its campaign to vote down to have Family Dollar shareholders vote down the Dollar Tree deal and accept its tender for Family Dollar. Dollar General is seeking proxies to vote...

More Shareholder Litigation Involving Corporate Inversion Transactions

One of the more distinctive business trends in recent months has been the surge of so-called corporate inversion transactions, in which a domestic U.S. company merges with a non-U.S. company, with the the successor company to be based in the foreign country in order to take advantage of a more favorable...

More Shareholder Litigation Involving Corporate Inversion Transactions

One of the more distinctive business trends in recent months has been the surge of so-called corporate inversion transactions, in which a domestic U.S. company merges with a non-U.S. company, with the the successor company to be based in the foreign country in order to take advantage of a more favorable...

An M&A Case Study

This article was reprinted with permission from FCPA Professor The Foreign Corrupt Practices Act is a niche practice area for sure. At the same time, FCPA issues intersect with other business law issues such that the FCPA is a fundamental skill set for all business lawyers and advisers, including...

Rural Metro and Joint Liability

Vice Chancellor Laster handed down an opinion on damages in the Rural Metro case. You'll remember in Rural Metro, RBC was found liable for aiding and abetting director violations of their fiduciary duties in connection with the sale of the corporation to Warburg Pincus. RBC worked hard to structure...

Delaware Court of Chancery Denies Motion to Dismiss and Describes Measure of Damages for Stockholder Denied Shares

Mehta v. Smurfit-Stone Container Corp . , C.A. No. 6891-VCL (Del. Ch. Oct. 20, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This case is noteworthy for its description of the measure of damages that are potentially available for a stockholder who is wrongfully...

Advice for Deal Advisors

In the context of a merger and in the making of other decisions, boards are entitled to rely on advice from experts and advisors. When they do so in good faith, board members are "fully protected" to use the words of 141(e). In the wake of Rural Metro, bankers now seem to feel that the target...

Is It Worth It For Plaintiffs' Counsel to Gamble on Merger Class Actions in North Carolina?

I hadn't written anything yet about the multiple shareholder actions challenging the merger of PokerTek -- a developer and distributor of electronic table (gambling) games -- with Multimedia Games -- another developer and distributor of gambling technology. The transaction was valued at $12.6...

When Auditors Get Mixed Up in M&A, Smaller Clients Get Hurt

Over at Medium.com I’ve written about a new academic study, Shared Auditors in Mergers and Acquisitions , that documents an interesting, rarely commented on auditor conflict of interest. The data suggests that when an acquiring company and its target share the same auditor, the audit firms favor...

Takeover Litigation Continued at Heightened Levels in 2014

One of the most distinctive corporate and securities litigation trend in recent years has been the surge in M&A-related litigation, with virtually every deal attracting at least one lawsuit. This trend continued again in 2014, according to a recently updated study from Matthew Cain, an economic fellow...

Cornerstone Research Releases 2014 M&A Litigation Report

According to the latest report from Cornerstone Research, during 2014, over 90 percent of M&A transactions resulting in at least one lawsuit, but each deal attracted a smaller average number of lawsuits and in fewer jurisdictions than in past years. The report, entitled “Shareholder Litigation...

Delaware: Time’s Up for Disclosure-Only Settlements in Merger Objection Suits?

The fact that these days virtually every public company M&A transaction draws at least one merger objection lawsuit has provoked concern from many quarters. As I noted in a prior post , it recently became clear that among those concerned are the judges on the Delaware Court of Chancery. Based on...