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M&A Corporate Governance: Oversight of the Board’s Financial Advisors
  • McDermott Will & Emery
  • USA
  • October 16 2013

Recent decisions in the Delaware Court of Chancery highlight the need for increased oversight of financial advisors by corporations engaging in M&A


Caveat emptor: successor liability for FLSA claims
  • McDermott Will & Emery
  • USA
  • July 24 2013

One of the primary advantages to acquiring businesses through asset sales as opposed to stock sales is the buyer's ability to avoid successor


Private equity firms achieve only partial dismissal of “buying club” antitrust lawsuit
  • McDermott Will & Emery
  • USA
  • April 12 2013

The U.S. District Court for the District of Massachusetts recently limited the scope of a proposed shareholder class action against a number of


Who’s in charge is the board responsible to monitor its financial advisor or vice versa?
  • McDermott Will & Emery
  • USA
  • March 21 2014

In the case of In re Rural Metro Corporation Stockholders Litigation, the Court of Chancery of the State of Delaware held that the primary financial


Financial advisory update
  • McDermott Will & Emery
  • USA
  • December 11 2013

Novel theories by plaintiffs’ lawyers need to foster novel approaches by M&A lawyers. A number of recent cases highlight the increasing risks for


Crying Revlon: Delaware courts dismiss claims in Morton’s Restaurant Group acquisition
  • McDermott Will & Emery
  • USA
  • February 26 2014

In In Re Morton's Restaurant Group, Inc. Shareholders Litigation, Chancellor Strine dismissed all claims in an action arising out of the acquisition


Illinois Circuit Court reinforces on financial advisors’ liability under fairness opinions
  • McDermott Will & Emery
  • USA
  • February 28 2009

Three recent decisions, taken together, offer valuable guidance to financial advisors for avoiding liability when issuing financial opinions


Drafting material adverse change clauses in light of Delaware case law
  • McDermott Will & Emery
  • USA
  • December 31 2007

Merger and acquisition contracts typically feature a material adverse change or material adverse affect (together, MAC) clause, which gives the buyer the right to pull out of the deal or renegotiate the terms in the event of an unforeseen material adverse business or economic change affecting the target company or its assets between the execution of the definitive acquisition agreement and the closing of the transaction


Cases may expand on U.S. material adverse change standard
  • McDermott Will & Emery
  • USA
  • December 31 2007

An often troubling aspect of merger or acquisition agreements is that the buyer will usually not actually buy the enterprise in question until several weeks, if not months, after the purchase price has been negotiated and agreed upon


Important Ninth Circuit decision narrowly interprets survival clause
  • McDermott Will & Emery
  • USA
  • October 31 2008

Parties to acquisition agreements typically agree to limit the survival of certain or all of the representations and warranties made in the agreement to a period shorter than the applicable jurisdiction’s statute of limitations