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Inside M&A - Fall 2014
  • McDermott Will & Emery
  • USA
  • October 14 2014

Buyers can acquire unintended and potentially very damaging liabilities together with target business or assets. Analyzing the financial situation of


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


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


Delaware Court of Chancery upholds forum selection bylaws
  • McDermott Will & Emery
  • USA
  • February 26 2014

In recent years, virtually every merger and acquisition (M&A) transaction of significant size involving a U.S. public company has been challenged in


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


Financial advisor conflicts update
  • McDermott Will & Emery
  • USA
  • March 2 2012

Recently, the Delaware Court of Chancery has examined financial advisor conflicts in the mergers and acquisitions context and emphasized in various opinions that although financial advisors play a valuable role, disclosure of potential conflicts is crucial


Successor liability in an asset sale: court holds purchaser liable for seller’s delinquent contributions to a multiemployer plan
  • McDermott Will & Emery
  • USA
  • April 29 2011

A federal appellate court recently held that a purchaser in an asset sale was liable for a seller's unpaid contributions to a multiemployer plan


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


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