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Results: 1-10 of 1,446

A strong cautionary note for M&A practitioners and professionals and a strategic suggestion for defending appraisal arbitrage cases

  • Sidley Austin LLP
  • -
  • USA
  • -
  • December 17 2014

The volume of Court of Chancery decisions has been proceeding apace. We have culled out two that we believe are worthy of your attention: Cigna

Court of Chancery speaks to exclusivity agreements in public company acquisitions

  • Stinson Leonard Street LLP
  • -
  • USA
  • -
  • December 15 2014

You reach the point in the sale of almost every public company where the buyer wants an exclusivity agreement. Lawyers representing the target wring

A bit about break-up fees in M&A

  • Duane Morris LLP
  • -
  • USA
  • -
  • December 12 2014

In In re Comverge, Inc. Shareholders Litig., C.A. No. 7368-VCP, a decision on a motion to dismiss by Court of Chancery, Vice Chancellor Parsons

Delaware Court of Chancery holds that a 17.3 stockholderCEO may be a controlling stockholder

  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • -
  • USA
  • -
  • December 11 2014

In In re Zhongpin Inc. S'holders Litig., the Delaware Court of Chancery denied motions to dismiss breach of fiduciary duty claims against an alleged

Ambac Assurance Corp. v. Countrywide Home Loans, Inc.: New York Appellate Court applies common-interest privilege to merger parties’ pre-closing communications

  • Sullivan & Cromwell LLP
  • -
  • USA
  • -
  • December 10 2014

On December 4, 2014, the Appellate Division of the Supreme Court of New York, First Judicial Department (“First Department”), issued Ambac Assurance

M&A update: New York State Court extends common interest privilege to merger talks

  • Cadwalader Wickersham & Taft LLP
  • -
  • USA
  • -
  • December 10 2014

In a December 4, 2014 decision, the New York Appellate Court, First Department, held that documents and discussions related to negotiation of a

Delaware chancery court highlights potential liability of target company directors for material misrepresentations in mergers

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • December 10 2014

In a recent opinion, Great Hill Equity Partners IV, LP v. SIG Growth Equity Fund I, LLLP, the Delaware Court of Chancery declined to dismiss claims

Court clarifies law on enforceability of obligations of non-signatories in private mergers

  • McCarter & English LLP
  • -
  • USA
  • -
  • December 10 2014

In a fact-specific case with potential ramifications for future mergers under Delaware law, Cigna Health and Life Insurance Co., a preferred

Delaware court addresses the binding (or not) nature of indemnification and other stockholder obligations in merger transactions Cigna Health

  • Morrison & Foerster LLP
  • -
  • USA
  • -
  • December 10 2014

The Delaware Chancery Court (in a decision by Vice Chancellor Parsons in late November) has held unenforceable against a stockholder, that had not

Delaware chancery court refused to enforce post-closing general release and indemnification against non-consenting stockholders in a merger

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • December 9 2014

The Delaware Court of Chancery recently held that in a statutory merger: (i) the buyer could not condition payment of merger consideration to