FundsTalk: April 2013 *

USA - March 27 2013
In March, the Office of Compliance Inspections and Examinations ("OCIE"), of the Securities and Exchange Commission ("SEC") issued a Risk Alert on…

Co-authors: Abbe L. Dienstag, Daniel Michaelson, Alexandra Kambouris Alberstadt, Sarah E. Kaehler, Dana M. Anagnostou.

Reconsidering NDAs in light of Martin Marietta Materials, Inc. v. Vulcan Materials Co. *

USA - May 21 2012
On May 4, 2012, the Delaware Court of Chancery held that Martin Marietta Materials had violated a pair of confidentiality agreements with Vulcan Materials and issued a 4-month temporary injunction suspending Martin Marietta’s hostile exchange offer for Vulcan and related proxy contest.

Co-authors: Abbe L. Dienstag, Joseph Satorius.

Mine control and mind control: how a special committee with a “controlled mindset” approved overpaying for a mining company bought from a controlling stockholder *

USA - April 12 2012
In a recent opinion issued by the Delaware Court of Chancery, In re Peru, the Court awarded $1.26 billion in damages to address a failed special committee process in a related party purchase of a business from a controlling stockholder.

Co-authors: Joseph Satorius.

Coercive debt exchanges: the leap-frog dilemma *

USA - April 2 2009
As the credit crunch continues and liquidity remains scarce, highly leveraged companies continue to explore opportunities to refinance debt and, when possible, de-lever.

Co-authors: Kevin Zadourian.