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Schulte Roth & Zabel LLP | USA | 18 Mar 2011

New York Supreme Court upholds accelerated enforceability of “bad boy” guaranty in CMBS case

On March 8, 2011, Justice Melvin L. Schweitzer of the New York State Supreme Court granted a motion for summary judgment in lieu of complaint filed by UBS Commercial Mortgage Trust 2007-FL1, Commercial Mortgage Pass-through Certificates, Series 2007-FL1 (“UBS”), and Normandy Reston Office LLC (“Normandy,” together with UBS, collectively, “Plaintiffs”), enforcing the obligation of Garrison Special Opportunities Fund LP (“Garrison”), the guarantor under a “bad boy” guaranty, to pay the full amount of the outstanding loan after Borrowers (as defined below) filed for bankruptcy protection.


Schulte Roth & Zabel LLP | USA | 27 Aug 2009

‘Poison puts’ and the shareholder franchise - the lessons of San Antonio Fire v. Amylin

An important consideration for an activist investor seeking board representation through a proxy contest is whether there exist restrictive provisions in any agreements to which the target company is a party.


Schulte Roth & Zabel LLP | USA | 12 Jul 2007

Is it worth it? The value of Delaware appraisal rights to the activist investor

The going-private frenzy, combined with the recent trend of including post-signing market check “go shop” provisions in merger agreements for unshopped deals, has led to increased shareholder activism among investors who are dissatisfied with the consideration being offered in mergers and other consolidations.

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