Linked is the Second Quarter 2016 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include:

News from the Courts

  • Delaware Court of Chancery Rejects Transaction Price as the Best Measure of Fair Value in Dell Appraisal Litigation
  • Delaware Court Rejects Claim of Bad Faith Where Board Instructed Financial Advisor to Ignore Management’s Optimistic Financial Projections
  • Chancery Court Equates Tender of Shares to a Stockholder Vote in Determining the Standard of Judicial Scrutiny for Board of Directors Who Approved Volcano Corp. Merger
  • New York Court of Appeals Adopts Delaware Law, Affirming Business Judgment Deference for Kenneth Cole’s Controlling Stockholder Transactions Structured with Minority Protections
  • Delaware Supreme Court Holds that Sale of Zale Approved by Uncoerced, Disinterested, and Informed Stockholders are Properly Reviewed Under a Corporate Waste Standard
  • Chancery Court Offers Guidance on “Commercially Reasonable Efforts” Standard in Williams Cos. v. Energy Transfer Equity Litigation
  • New York Court of Appeals Rules that Communications between Merger Parties Countrywide and Bank of America Are Not Protected by the Common Interest Exception to the Waiver of Attorney-Client Privilege
  • Sun Capital Partners on Remand: District Court Rules that Related Funds May be Held Liable for Pension Fund Withdrawal Liabilities

Delaware Legislative Update

Tax Update

SEC Update

UK Update