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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 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
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 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
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 Supreme Court upholds violation of confidentiality agreements as basis for delaying hostile tender offer
- Herrick Feinstein LLP
- -
- USA
- -
- July 26 2012
The Delaware Supreme Court has upheld the Delaware Chancery Court's decision that a violation by Martin Marietta Materials, Inc. of a non-disclosure and confidentiality agreement ("NDA") and a joint defense and confidentiality agreement ("JDA", together with the NDA, the "Agreements") with Vulcan Materials Co. could be used as a basis to delay Martin Marietta's hostile tender offer of Vulcan
Delaware court upholds confidentiality agreements and enjoins hostile bid
- Herrick Feinstein LLP
- -
- USA
- -
- May 30 2012
The Delaware Chancery Court recently upheld confidentiality agreements and temporarily enjoined Martin Marietta Materials ("MMM") from prosecuting a proxy contest and proceeding with a hostile bid for its industry rival Vulcan Materials Company ("Vulcan"
Delaware Chancery Court indicates that the combination of No Shop Provisions and Don't-Ask-Don't-Waive Standstills may constitute a breach of fiduciary duties
- Herrick Feinstein LLP
- -
- USA
- -
- May 30 2012
In connection with the approval of a settlement of plaintiffs' breach of fiduciary duty claims against the board of directors (the "Board") of Celera Corp. ("Celera"), arising from the acquisition of Celera by Quest Diagnostics ("Quest"), the Delaware Chancery Court recently analyzed whether the Board breached its fiduciary duties to stockholders by agreeing to "Don't-Ask-Don't-Waive Standstills" as well as a "Non-Solicitation Provision" in a merger agreement
Delaware Supreme Court looks to plain meaning of company's charter to define "liquidation event"
- Herrick Feinstein LLP
- -
- USA
- -
- May 30 2012
The Delaware Supreme Court recently upheld a Superior Court decision that in a merger, the holders of Omneon, Inc. (the "Company") Series C-1 preferred stock (the "Holders") were not entitled to a liquidation preference under the plain meaning of the Company's certificate of incorporation
Delaware Court of Chancery denies appraisal rights where optional merger consideration offered to minority stockholders
- Herrick Feinstein LLP
- -
- USA
- -
- November 23 2011
In an opinion clarifying minority stockholder appraisal rights, the Delaware Court of Chancery has held that a stockholder of a public company is not entitled to appraisal rights under Delaware General Corporation Law 262 when the stockholder is given a choice among types of merger consideration, and the merger agreement expressly states that failure to make a timely election will result in receipt of cash only
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- Workarea - Corporate Finance/M&A
- Author - Edward Stevenson