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Results: 1-10 of 30

Can a Poison Pill provide long-lasting relief?

  • McDermott Will & Emery
  • -
  • USA
  • -
  • February 28 2011

The Delaware Court of Chancery recently ruled in favor of Airgas and the continued enforceability of its Rights Agreement or "Poison Pill."

Crying Revlon: Delaware courts dismiss claims in Morton’s Restaurant Group acquisition

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

In In Re Morton's Restaurant Group, Inc. Shareholders Litigation, Chancellor Strine dismissed all claims in an action arising out of the acquisition

Stapled financingrisk and reward

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

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

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

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

Court finds disclosed information relating to fairness opinion sufficient

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

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

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

“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