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Revlon duties apply to issuance of notes convertible into a controlling interest

Herrick Feinstein LLP
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USA
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May 27 2010

The Delaware Chancery Court has extended Revlon duties to a company's issuance of notes convertible into a controlling interest in the company

Validity of stockholder rights plan reaffirmed

Herrick Feinstein LLP
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USA
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August 18 2010

The Delaware Court of Chancery has reaffirmed Delaware's traditional deference to anti-takeover measures adopted by a well-informed and well-reasoned board

Delaware Chancery Court rules merger agreement binds non-signatory stockholders

Herrick Feinstein LLP
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USA
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December 20 2010

The Delaware Court of Chancery has addressed whether certain contractual provisions in a merger agreement, such as post-closing adjustments and indemnity claims, were binding upon minority stockholders who neither signed the merger agreement nor voted upon the merger

Reasonableness of merger termination fee analyzed

Herrick Feinstein LLP
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USA
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November 29 2010

The Delaware Court of Chancery has refused to enjoin a tender offer by 3M Company for the stock of Cogent, Inc., despite claims by Cogent's stockholders that its board of directors breached fiduciary duties owed to them by agreeing to preclusive deal protection measures and failing to pursue the best transaction reasonably available

Delaware Supreme Court addresses standing issues in double derivative claims

Herrick Feinstein LLP
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USA
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September 27 2010

In connection with Bank of America's acquisition of Merrill Lynch, the Delaware Supreme Court has found that a plaintiff in a double derivative action under Delaware lawwho was a shareholder in an acquired company at the time of an alleged wrongdoing and who, as a result of that company's stock-for-stock merger with and into another becomes a shareholder in an acquiring companydoes not have to demonstrate that, at the time of the acquired company's alleged wrongdoing, (a) the plaintiff owned stock in the acquiring company, and (b) the acquiring company owned stock in the acquired company

Delaware Chancery Court refuses to dismiss failed merger claims

Herrick Feinstein LLP
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USA
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February 28 2011

The Delaware Chancery Court recently refused to dismiss claims for breach of fiduciary duty, fraud and unjust enrichment in connection with a failed merger

Delaware Supreme Court upholds merger settlement

Herrick Feinstein LLP
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USA
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June 30 2010

The Delaware Supreme Court has upheld the settlement among Countrywide Financial Corp. stockholders, Countrywide directors and Bank of America relating to Countrywide's merger with Bank of America

Delaware Chancery Court refuses to enjoin cash tender offer

Herrick Feinstein LLP
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USA
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June 15 2011

The Delaware Chancery Court refused to preliminarily enjoin a cash tender offer after finding that the deal protection measures associated with the tender offer were not overly burdensome so as to deter other bidders

Delaware Chancery Court applies Revlon standard to mixed-consideration merger

Herrick Feinstein LLP
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USA
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June 15 2011

In a case of first impression, the Delaware Chancery Court ruled that the Revlon standard would likely apply to half-cash, half-stock mergers

Delaware Court of Chancery enjoins shareholder vote until company makes additional disclosures

Herrick Feinstein LLP
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USA
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May 13 2011

The Delaware Court of Chancery has preliminarily enjoined Atheros Communications Inc. from holding a meeting of its stockholders to vote on its proposed merger with Qualcomm Inc