Search results
Order by most recent / most popular / relevance
Results: 1-10 of 37
Delaware Chancery Court calls into question traditional understanding of anti-assignment provisions in mergers
- Alston & Bird LLP
- -
- USA
- -
- July 14 2011
The M&A community is abuzz about Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH, a recent Delaware Chancery Court opinion in an ongoing breach of contract dispute involving a reverse triangular merger (an “RTM”
Reincorporation and the economic substance doctrine?
- Alston & Bird LLP
- -
- USA
- -
- July 13 2011
Normally, achieving this restructuring would require Sub to distribute the business assets to Parent, which could create deferred intercompany gain that would be triggered into income if either the business or Sub left the group
Bankruptcy court holds that section 546(e) safe harbor does not apply to “settlement payments” made in a small, private leveraged buyout that poses no systemic risk to the securities market
- Alston & Bird LLP
- -
- USA
- -
- May 11 2011
In Geltzer v. Mooney (In re MacMenamin’s Grill, Ltd.), Adv. Pro. No. 09-8266 (Bankr. S.D.N.Y. April 21, 2011), the United States Bankruptcy Court for the Southern District of New York held that the safe harbor in section 546(e) of the Bankruptcy Code does not apply to a small, private leveraged buyout (LBO) transaction that posed no systemic risk to the stability of the financial markets
Proxy access rule challenge in federal court pits Delaware against institutional investors
- Alston & Bird LLP
- -
- USA
- -
- March 18 2011
The SEC’s proxy access rule, which would allow stockholders to have their nominees for director positions included in the company’s proxy materials, is under challenge in the U.S. Court of Appeals for the D.C. Circuit
Delaware Chancery Court enjoins Del Monte shareholder vote and precludes enforcement of deal protection provisions for twenty days
- Alston & Bird LLP
- -
- USA
- -
- February 24 2011
The Delaware Court of Chancery recently issued a preliminary injunction in In re Del Monte Foods Company Shareholders Litigation (i) blocking the shareholder vote to approve the sale of Del Monte to a group of private equity firms led by KKR for a period of 20 days and (ii) precluding the enforcement of the deal protection measures, including the no-shop, matching-right and break-up fee provisions during that period, pending the shareholder vote to approve the transaction
Reis v. Hazelett: how not to implement a reverse stock split
- Alston & Bird LLP
- -
- USA
- -
- February 18 2011
Reis v. Hazelett Strip-Casting Corporation, a recent decision involving a reverse stock split, will be added to a distinguished line of authority providing useful case studies of how not to freeze-out a minority
Delaware Chancery Court speaks to applicability of Revlon in mixed consideration merger
- Alston & Bird LLP
- -
- USA
- -
- February 11 2011
In the recent case of Steinhardt v. Howard-Anderson, discussed previously on this site with respect to the court’s position regarding certain proxy disclosures, Vice Chancellor Laster offered a new insight into the application of the enhanced Revlon review to a transaction where the consideration was a combination of cash and stock
Two Delaware cases may expand merger-related proxy disclosures regarding roles of financial advisors
- Alston & Bird LLP
- -
- USA
- -
- February 7 2011
Vice Chancellor Laster of the Delaware Court of Chancery recently enjoined two separate acquisitions, each pending additional disclosures regarding financial advisors
Delaware Chancery Court decides case of first impression regarding appraisal rights in a short form merger
- Alston & Bird LLP
- -
- USA
- -
- January 25 2011
In a case of first impression, the Delaware Chancery Court recently held in Roam-Tel Partners v. AT&T Mobility Wireless Operations Holdings, Inc., that a minority stockholder in a short form merger is entitled to participate in an appraisal action notwithstanding the fact it previously waived that right, if the waiver is revoked prior to the end of the appraisal notice period and without the stockholder “exercising dominion over the merger consideration.”
Circular flow and F reorganization
- Alston & Bird LLP
- -
- USA
- -
- December 30 2010
The simplified facts are that Parent owned foreign DRE, which owned foreign Holdco (HCO
Current Search
- Workarea - Corporate Finance/M&A
- Workarea - Litigation
- Firm Name - Alston & Bird LLP
Suggested Facets
Author
- Aaron Dixon (2)
- Carol McGee (1)
- Darren Cooper (1)
- Ian Grant (2)
- Jack Cummings (3)
- Jonathan Breviu (2)
- Kevin Miller (2)
- Kyle Healy (2)
- Sean Whittington (2)
- Susan Wilson (5)