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The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016
  • Ropes & Gray LLP
  • China, United Kingdom, USA
  • April 21 2017

On July 8, 2016, the Delaware Court of Chancery released its post-trial opinion in an appraisal action that arose from the sale of DFC Global


Chancery Court Holds That Stockholder Vote on Merger Was Neither Fully-Informed nor Uncoerced
  • K&L Gates
  • USA
  • April 19 2017

In In re Saba Software, Inc. Stockholder Litigation, C.A. No. 10697-VCS (Del. Ch. Mar. 31, 2017, revised Apr. 11, 2017), the Delaware Court of


Yoda was Wrong, at Least with Respect to Contracts“I’ll Give it a Try” Evidences an Affirmative Commitment After All
  • Weil Gotshal & Manges LLP
  • United Kingdom, USA
  • April 10 2017

In what is perhaps one of the most famous lines in the Star Wars series, Yoda rebukes Luke Skywalker, for saying he would “give it a try,” with these


Delaware Supreme Court Affirms Ruling Allowing Termination of Merger Based on Failure to Deliver a Required Tax Opinion
  • Sidley Austin LLP
  • USA
  • April 6 2017

On March 23, 2017, the Delaware Supreme Court, in a 4-to-1 decision, affirmed the Court of Chancery's denial of The Williams Companies, Inc.'s


Equity Grants to Directors Subject to Business Judgment Review as a Result of Specific Plan Limits
  • Stinson Leonard Street LLP
  • USA
  • April 5 2017

The Delaware Court of Chancery examined equity grants to directors in In Re Investors Bancorp, Inc. Stockholder Litigation. The equity incentive plan


Stockholder Vote Fails Corwin Test
  • Stinson Leonard Street LLP
  • USA
  • April 2 2017

In Re Saba Software, Inc. Stockholder Litigation considered whether the stockholder vote satisfied the Corwin test for a full informed, uncoerced vote


Delaware Chancery Preliminarily Enjoins Merger-Related Stockholder Meeting Until Financial Advisor’s Fees For Merger-Related Financing Are Disclosed
  • Shearman & Sterling LLP
  • USA
  • March 28 2017

On March 22, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery preliminarily enjoined a stockholder vote on the proposed


Resigning From a Board of Directors: Considerations for VC Fund Designees
  • Paul Hastings LLP
  • USA
  • March 27 2017

When a venture capital fund invests in an emerging growth company, it typically seeks to protect its investment by obtaining the right to designate a


Contracting Accidentally through Preliminary AgreementsA Writing “Subject To Contract” May or May Not be a Contract
  • Weil Gotshal & Manges LLP
  • European Union, United Kingdom, USA
  • March 8 2017

Abraham Lincoln is credited with the observation that calling a calf’s tail a leg does not mean the calf now has five legs. The calf’s tail does not


Delaware's New Focus on Deal Process and Disclosure: Part I
  • Pepper Hamilton LLP
  • USA
  • March 6 2017

Boards of Delaware corporations contemplating proposed mergers, together with qualified Delaware counsel, should focus their efforts on designing and