We use cookies to customise content for your subscription and for analytics.
If you continue to browse Lexology, we will assume that you are happy to receive all our cookies. For further information please read our Cookie Policy.
In cooperation with Association of Corporate Counsel
  Request new password

Search results

Order by most recent / most popular / relevance

Results: 1-10 of 27

Delaware Court of Chancery holds merger decision satisfied the entire fairness standard despite common stockholders not receiving consideration

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • September 27 2013

In July 2005, TRADOS Inc. was acquired for $60 million. Under the company's certificate of incorporation, the acquisition constituted a liquidation

Stock-for-stock transaction followed by asset purchase can be a de facto merger

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 29 2013

In a recent opinion in the long-running legal battle between MBIA and Bank of America Corp. ("BOA"), the New York State Supreme Court refused to

Delaware Supreme Court adopts contract reformation standard

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 29 2013

The Delaware Supreme Court recently clarified Delaware law regarding a unilateral mistake in a contract where one party has knowledge of the mistake

Delaware Chancery Court decision regarding fiduciary duties to selling stockholders

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 29 2013

The Delaware Chancery of Court recently addressed whether directors and officers who are affiliated with an entity that is buying company stock from

Delaware Court of Chancery holds that board did not violate revlon duties in single-bidder sale

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 29 2013

The Delaware Court of Chancery recently declined to enjoin a merger between Plains Exploration & Production Company and Freeport-McMoran Copper &

Delaware Court of Chancery enjoins board from resisting hostile consent solicitation

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • March 27 2013

The Delaware Court of Chancery has preliminarily enjoined the board of SandRidge Energy, Inc. ("SandRidge"), an oil and natural gas business, from

Under Delaware law, a reverse triangular merger is not an assignment by operation of law

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • March 27 2013

The Delaware Court of Chancery recently held that an acquisition of a company in a reverse triangular merger does not result in an assignment of

Delaware Court of Chancery rules that “don’t ask, don’t waive” provisions are not per se prohibited under Delaware Law

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • January 28 2013

The Delaware Court of Chancery recently addressed "don't ask, don't waive" provisions in a bench ruling in a case involving Ancestry.com. A "don't

Delaware Court of Chancery dismissed ultra vires claim by stockholders challenging completed merger

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • September 27 2012

In a recent letter opinion, the Delaware Court of Chancery dismissed claims brought by stockholders of SRA International, Inc. against the corporation challenging the validity of a consummated merger

Delaware Court of Chancery applies business judgment rule where controlling stockholder receives pro rata share of merger consideration

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • September 27 2012

In In re Synthes, Inc. Shareholder Litigation, plaintiffs challenged the fairness of Synthes' recent merger with Johnson & Johnson (J&J), in which both controlling and minority stockholders of Synthes received a combination of cash and J&J stock as consideration for their Synthes shares