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Results: 1-10 of 7,421

Chicago-Area Hospitals Abandon Fight to Save Merger from FTC Challenge
  • Holland & Knight LLP
  • USA
  • March 22 2017

After the U.S. Court of Appeals for the Seventh Circuit ruled on Oct. 31, 2016, that the district court's refusal to enjoin the merger of


Delaware Chancery Court Focuses On Negotiation History In Denying Former Securityholders A Milestone Payment Based On The Interpretation Of An Ambiguous Merger Agreement
  • Shearman & Sterling LLP
  • USA
  • March 20 2017

On March 15, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery decided, post-trial, that a biopharmaceutical company was not


Court of Chancery Confirms Directors’ Self-Interest Does Not Exclude “Cleansing” Under CorwinAnd Disclosure Is Sufficient If Stockholders Can “Stitch Together the Facts” to Infer Self-InterestColumbia Pipeline
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • March 17 2017

In Columbia Pipeline Group, Inc. Stockholder Litigation (March 7, 2017), Vice Chancellor Laster granted the defendants' motion to dismiss a putative


Massachusetts Supreme Court Affirms Dismissal Of Shareholder Class Action And Clarifies That Directors Generally Owe Fiduciary Duties To The Corporation, And Not Its Shareholders
  • Shearman & Sterling LLP
  • USA
  • March 14 2017

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for


Cut Off from Books and Records: Vice Chancellor Holds Termination of Ownership Rights by Merger Extinguishes Stockholder Standing to Bring Section 220 Action
  • K&L Gates
  • USA
  • March 14 2017

By memorandum-opinion dated February 27, 2017, Vice Chancellor Glasscock dismissed Plaintiff’s Verified Complaint to Compel Inspection of Books and


Delaware Supreme Court Affirms Dismissal Of Caremark Action For Failure To Plead Bad Faith With Particularity
  • Shearman & Sterling LLP
  • USA
  • March 14 2017

On March 3, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of “Caremark” claims for alleged bad-faith failure of oversight


Death Knell to Merger Litigation for Massachusetts Corporations?
  • Wilmer Cutler Pickering Hale and Dorr LLP
  • USA
  • March 13 2017

In IBEW Local No. 129 Benefit Fund v. Tucci, the Massachusetts Supreme Judicial Court (SJC) affirmed the dismissal of direct claims for breach of


$2 Billion Purchase Price Dispute Over GAAP Compliance Highlights Need for Careful Drafting
  • Cooley LLP
  • USA
  • March 9 2017

Purchase price adjustments are common features (2015 SRS study: 77 of deals) of private merger agreements that are generally intended to ensure that


Delaware Court of Chancery Holds that Cancellation of Shares Through Merger Deprives Stockholder of Standing in Section 220 Action
  • Sheppard Mullin Richter & Hampton LLP
  • USA
  • March 9 2017

In Weingarten v. Monster Worldwide, Inc., C.A. No. 12931-VCG, 2017 WL 752179 (Del. Ch. Feb. 27, 2017), the Delaware Court of Chancery (Glasscock, V.C


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