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The Ropes Recap: Mergers & Acquisitions Law News - August 25, 2016
  • Ropes & Gray LLP
  • USA
  • August 25 2016

Linked is the Second Quarter 2016 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include: News from the Courts Delaware


Court: Derivative Claims Allowed to Be Asserted as Part of Merger Attack
  • Morris James LLP
  • USA
  • August 24 2016

It is well-settled under Delaware law that in a merger a stockholder loses standing to assert a purely derivative claim. That claim passes instead to


Court Of Chancery Dismisses Merger Litigation Under The Corwin Doctrine
  • Morris James LLP
  • USA
  • August 24 2016

This decision applies the Corwin doctrine to dismiss a suit attacking a merger that received stockholder approval. It explains that approval by a


Delaware Court of Chancery rules on common law fraud claim following acquisition
  • Ropes & Gray LLP
  • USA
  • August 24 2016

In FdG Logistics LLC v A&R Logistics Holdings, Inc the Delaware Court of Chancery held that a seller's explicit disclaimer of extra-contractual


Court Gives Energy Transfer the Right to Walk Based on its Counsel’s Inability to Deliver the Required Tax Opinion
  • Cooley LLP
  • USA
  • August 24 2016

In a rare decision involving unusual facts, the Delaware Court of Chancery held that a buyer (Energy Transfer Equity, L.P.) had the right to terminate


Five Recent Developments In Small Business Contracting Small and Large Government Contractors Should Know
  • Kelley Drye & Warren LLP
  • USA
  • August 24 2016

While acquisition reform has garnered a great deal of attention in Congress and the Federal Executive Branch, small business contracting statutes and


Court Of Chancery Determines Fee In A Transitory Property Case
  • Morris James LLP
  • USA
  • August 23 2016

When a derivative suit is settled in connection with a merger that cashed out minority stockholders, it makes sense to have the settlement proceeds


Third Party Discovery Begins in Expedited Antitrust Challenge to Health Insurance Mega-Mergers
  • Hall Render Killian Heath & Lyman PC
  • USA
  • August 19 2016

As has been widely reported, on July 21, 2016, the Antitrust Division of the DOJ filed two separate complaints to block both Anthem's acquisition of


Seventh Circuit Adopts Trulia Standard for Disclosure-Only Settlements
  • Proskauer Rose LLP
  • USA
  • August 18 2016

Last week, in an opinion authored by Judge Richard Posner, the U.S. Court of Appeals for the Seventh Circuit rejected a proposed class-action


Appraisal Arbitrage: Heads I Win, Tails You Lose
  • Pepper Hamilton LLP
  • USA
  • August 18 2016

Delaware state courts have seen a rise in appraisal petitions filed by shareholders dissenting from mergers, with 34 actions filed in the first half