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Illinois circuit court reinforces Seventh Circuit’s limitation on financial advisors’ liability under fairness opinions

McDermott Will & Emery
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USA
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January 28 2009

Three recent decisions, taken together, offer valuable guidance to financial advisors for avoiding liability when issuing financial opinions

Directors’ fiduciary duties after Netsmart

McDermott Will & Emery
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USA
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August 16 2007

In the first quarter of this year, the Delaware Court of Chancery issued a decision that should cause directors to consider carefully whether they have done enough to canvass the market of potential acquirers when their company is up for sale or, in other words, whether they have effectively discharged their Revlon duties

Buyer beware: prohibitions against rescission in case of seller misrepresentation enforced

McDermott Will & Emery
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USA
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July 18 2007

A current trend in the M&A market highlights the increasing leverage of private equity firms selling portfolio companies

Wayward management

McDermott Will & Emery
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USA
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July 18 2007

Last month, the Dow Chemical Company fired two senior executives accused of purportedly engaging in unauthorized discussions with third parties concerning a potential takeover bid for the company

Lessons from Caremark

McDermott Will & Emery
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USA
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July 18 2007

In a recent decision relating to the proposed merger of Caremark RX, Inc. and CVS Corporation, the Delaware Court of Chancery emphasized that certain aspects of the proposed merger structure gave rise to additional disclosure requirements and additional shareholder rights (Louisiana Mun. Police Employees’ Retirement Sys. v. Crawford

Illinois Circuit Court reinforces on financial advisors’ liability under fairness opinions

McDermott Will & Emery
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USA
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February 28 2009

Three recent decisions, taken together, offer valuable guidance to financial advisors for avoiding liability when issuing financial opinions

Stapled financingrisk and reward

McDermott Will & Emery
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USA
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October 31 2007

Especially in light of the tightening credit conditions for leveraged buyouts, stapled financing remains an attractive technique to mitigate financing uncertainties in today’s market

Court finds disclosed information relating to fairness opinion sufficient

McDermott Will & Emery
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USA
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October 31 2007

In In re CheckFree Corp. Shareholders Litigation, Consol. C.A. No. 3193 CC (Del. Ch. Nov. 1, 2007), Chancellor Chandler of the Delaware Court of Chancery held that CheckFree Corporation was not required to disclose all of the data underlying the fairness opinion included in its definitive proxy statement

Drafting material adverse change clauses in light of Delaware case law

McDermott Will & Emery
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USA
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December 31 2007

Merger and acquisition contracts typically feature a material adverse change or material adverse affect (together, MAC) clause, which gives the buyer the right to pull out of the deal or renegotiate the terms in the event of an unforeseen material adverse business or economic change affecting the target company or its assets between the execution of the definitive acquisition agreement and the closing of the transaction

Cases may expand on U.S. material adverse change standard

McDermott Will & Emery
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USA
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December 31 2007

An often troubling aspect of merger or acquisition agreements is that the buyer will usually not actually buy the enterprise in question until several weeks, if not months, after the purchase price has been negotiated and agreed upon

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