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Results: 1-10 of 27

Who’s in charge is the board responsible to monitor its financial advisor or vice versa?

  • McDermott Will & Emery
  • -
  • USA
  • -
  • March 21 2014

In the case of In re Rural Metro Corporation Stockholders Litigation, the Court of Chancery of the State of Delaware held that the primary financial

Successor liability in an asset sale: court holds purchaser liable for seller’s delinquent contributions to a multiemployer plan

  • McDermott Will & Emery
  • -
  • USA
  • -
  • April 29 2011

A federal appellate court recently held that a purchaser in an asset sale was liable for a seller's unpaid contributions to a multiemployer plan

Important Ninth Circuit decision narrowly interprets survival clause

  • McDermott Will & Emery
  • -
  • USA
  • -
  • October 31 2008

Parties to acquisition agreements typically agree to limit the survival of certain or all of the representations and warranties made in the agreement to a period shorter than the applicable jurisdiction’s statute of limitations

Drafting material adverse change clauses in light of Delaware case law

  • McDermott Will & Emery
  • -
  • USA
  • -
  • 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

Delaware Court of Chancery upholds forum selection bylaws

  • McDermott Will & Emery
  • -
  • USA
  • -
  • February 26 2014

In recent years, virtually every merger and acquisition (M&A) transaction of significant size involving a U.S. public company has been challenged in

Financial advisory update

  • McDermott Will & Emery
  • -
  • USA
  • -
  • December 11 2013

Novel theories by plaintiffs’ lawyers need to foster novel approaches by M&A lawyers. A number of recent cases highlight the increasing risks for

Directors’ fiduciary duties after Netsmart

  • McDermott Will & Emery
  • -
  • USA
  • -
  • 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

“Sunshine is the best disinfectant”: a financial advisory update

  • McDermott Will & Emery
  • -
  • USA
  • -
  • April 14 2011

Since December 2010, the Delaware Court of Chancery has been emphasizing the need for additional disclosures relating to financial advisors in merger and acquisition transactions

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

  • McDermott Will & Emery
  • -
  • USA
  • -
  • 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

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

  • McDermott Will & Emery
  • -
  • USA
  • -
  • January 28 2009

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