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In Our View, Dell Has Not Increased the Risk of an Appraisal Award Higher than the Merger PriceBut Highlights that a “Meaningfully” Competitive Sale Process Is the Key to Reducing the Risk
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • June 10 2016

In Appraisal of Dell Inc. (May 31, 2016), the Delaware Court of Chancery awarded an appraisal amount ($17.62) that was 30 higher than the price


Court of Chancery Confirms Stockholder’s Contractual Rights Do Not Establish Control, While Finding 26 Stockholder May Have Been a ControllerCalesa v. American Capital
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • March 14 2016

In Calesa v. American Capital (Feb. 29, 2016), the Delaware Court of Chancery found, at the pleading stage of litigation, that it was reasonably


Fried Frank M&A quarterly - 4th Quarter 2015
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • January 7 2016

Historically, in the context of acquisition bids in which a substantial component of the proposed consideration is the bidder’s equity, target


M & A quarterly - 2nd quarter 2014
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • July 9 2014

Under long-established Delaware law, directors and officers face personal liability if their decisions relating to a change of control transaction


M & A quarterly - 1st quarter 2014
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • April 22 2014

When drafting and bargaining for an earn-out provision, to help ensure that the target company will achieve the post-closing financial performance


Beware of zombies! Trados decision urges caution in sale of VC-backed companies
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • December 6 2013

On Aug. 16, following a trial, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a ruling in In re Trados Inc. Shareholder


Fried Frank M&A quarterly - 1st quarter 2013
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA, China
  • April 5 2013

In public company sale processes, confidentiality agreements executed by bidders almost universally include "standstill" provisions.


Buyers beware: why acquirers of public companies should care about the sale process
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • March 19 2012

Purchasers of public companies focus on negotiating the best terms for the acquisition.


Nick Thornton
  • Fried Frank Harris Shriver & Jacobson LLP

Renard Miller
  • Fried Frank Harris Shriver & Jacobson LLP