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Delaware court provides guidance to financial advisors in conducting DCF analyses
- Morrison & Foerster LLP
- -
- USA
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- August 2 2010
Two recent opinions by the Delaware Court of Chancery offer practical guidance to financial advisors in preparing discounted cash flow (DCF) analyses in connection with acquisitions
Delaware Supreme Court upholds NOL poison pill
- Morrison & Foerster LLP
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- USA
- -
- October 21 2010
On October 4, 2010, the Delaware Supreme Court affirmed the Selectica board's use of a "poison pill" shareholder rights plan to protect the tax benefits of Selectica's net operating losses ("NOLs"
Recent cases remind M&A participants of when disclosure of merger negotiations is required
- Morrison & Foerster LLP
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- USA
- -
- July 14 2010
Two recent decisions by United States federal courts serve as useful reminders to companies and their advisors of the rules regarding disclosure of merger negotiations
Delaware court upholds Airgas poison pill defense, affirming right of board to continue saying “no”
- Morrison & Foerster LLP
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- USA
- -
- February 28 2011
In Air Products v. Airgas, issued on February 15, the Delaware Court of Chancery declined to order the Airgas board to redeem the poison pill and other defenses that were preventing Air Products from moving forward with its long-running hostile tender offer, despite the court’s finding that a majority of Airgas’ shares were held by merger arbitrageurs and others who would likely tender into Air Products’ offer
Delaware courts continue to provide guidance on the parameters of acceptable termination fees
- Morrison & Foerster LLP
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- USA
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- November 11 2010
On October 5, 2010, the Delaware Chancery Court decided In re Cogent, Inc. S’holder Litig., handing Cogent’s Board of Directors a clear and decisive victory with respect to its actions in connection with the sale of Cogent to 3M Company
The Del Monte decision: court finds likely breach of fiduciary duties by board arising from actions by financial advisor; postpones merger vote and enjoins deal protections
- Morrison & Foerster LLP
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- USA
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- April 27 2011
In litigation over the $5.3 billion LBO of Del Monte Foods Company, the Delaware chancery court postponed for 20 days the shareholder vote on the buyout and prohibited the sponsor group during the postponement from exercising most of the deal protections included in the merger agreement
Delaware court finds reverse triangular merger may violate contractual prohibition on assignments by operation of law
- Morrison & Foerster LLP
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- USA
- -
- May 6 2011
The Delaware Chancery Court, in Meso Scale Diagnostics v. Roche Diagnostics (Apr. 8, 2011), held recently that the acquisition of a company in a reverse triangular merger may constitute an assignment of an agreement by that company and, as such, violate a restriction in the agreement prohibiting assignments by operation of law
Delaware Court finds reverse triangular merger does not violate contractual prohibition on assignment by operation of law
- Morrison & Foerster LLP
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- USA
- -
- March 4 2013
The Delaware Chancery Court, in Meso Scale Diagnostics, LLC v. Roche Diagnostics GmbH (Feb. 22, 2013), held that the acquisition of a company in a
Selectica v. Versata: Delaware Chancery Court upholds “poison pill” shareholder rights plan with 4.99 triggering threshold designed to protect NOLs
- Morrison & Foerster LLP
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- USA
- -
- March 3 2010
On February 26, 2010, the Delaware Court of Chancery, in a case of first impression, dismissed a challenge to Selectica, Inc.’s shareholder rights plan, which contained a 4.99 “flip-in” triggering threshold
Current Search
- Workarea - Corporate Finance/M&A
- Workarea - Litigation
- Author - Michael G. O'Bryan