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M&A and Corporate Governance Newsletter-Fall 2014

  • Kaye Scholer LLP
  • -
  • USA
  • -
  • November 18 2014

On November 4, 2014, the district court in Allergan, Inc. v. Valeant Pharmaceuticals Int'l, Inc., Case No. SACV 14-1214 (C.D. Cal.) ruled on

Tax Court characterizes technology executive’s merger proceeds as ordinary income

  • Mintz Levin Cohn Ferris Glovsky and Popeo PC
  • -
  • USA
  • -
  • November 18 2014

On October 30th, the U.S. Tax Court ruled that a key executive of a technology company acquired by Google for $93 million was required to report a

Delaware Chancery requires payment of merger consideration to dissenting stockholder after expiration of appraisal period

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • November 14 2014

The Delaware Court of Chancery recently dismissed corporate mismanagement and breach of fiduciary duty claims filed by a dissenting stockholder, but

Hidden employment reef awaiting captains of commerce?

  • DLA Piper LLP
  • -
  • USA
  • -
  • November 13 2014

When a company is acquired in a stock sale, its shareholders are routinely required to sign what is known as a Letter of Transmittal ("LOT"

Court finds Allergan shareholder's claim alleging improper trading raises "significant questions," but declines to issue preliminary injunction ahead of shareholder meeting

  • Kramer Levin Naftalis & Frankel LLP
  • -
  • USA
  • -
  • November 12 2014

Last week, in Allergan, Inc. v. Valeant Pharma. Intl.,Inc., Judge David O. Carter of the United States District Court for the Central District of

Japanese acquirer resolves pension-related liabilities of US subsidiary

  • Skadden Arps Slate Meagher & Flom LLP
  • -
  • USA
  • -
  • November 10 2014

On November 4, 2014, Asahi Tec Corporation (Asahi), a Japanese corporation that acquired U.S.-based Metaldyne Corporation (Metaldyne) in 2007

Delaware Court of Chancery rejects entire fairness review in absence of conflicted transaction

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • November 7 2014

On October 24, the Delaware Court of Chancery dismissed a lawsuit filed by certain minority stockholders of Crimson Exploration, Inc. in In re:

Delaware court establishes taxonomy for controlling stockholder claims

  • Bracewell & Giuliani LLP
  • -
  • USA
  • -
  • November 6 2014

In a recent decision, the Delaware Court of Chancery (Parsons, V.C.) dismissed a shareholder class action complaint alleging that a target company's

Federal court decision in Allergan control battle raises serious questions for new takeover technique

  • Cadwalader Wickersham & Taft LLP
  • -
  • USA
  • -
  • November 6 2014

The Federal District Court's November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises "serious questions" for the

Federal court grants limited relief in pending hostile takeover litigation

  • Hunton & Williams LLP
  • -
  • USA
  • -
  • November 5 2014

On November 4, 2014, a federal district court in California ruled in Valeant Pharmaceutical's pending $53 billion hostile takeover of Allergan, Inc