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Caveat emptor: successor liability for FLSA claims
  • McDermott Will & Emery
  • USA
  • July 24 2013

One of the primary advantages to acquiring businesses through asset sales as opposed to stock sales is the buyer's ability to avoid successor


M&A Corporate Governance: Oversight of the Board’s Financial Advisors
  • McDermott Will & Emery
  • USA
  • October 16 2013

Recent decisions in the Delaware Court of Chancery highlight the need for increased oversight of financial advisors by corporations engaging in M&A


Inside M&A - Fall 2014
  • McDermott Will & Emery
  • USA
  • October 14 2014

Buyers can acquire unintended and potentially very damaging liabilities together with target business or assets. Analyzing the financial situation of


Crying Revlon: Delaware courts dismiss claims in Morton’s Restaurant Group acquisition
  • McDermott Will & Emery
  • USA
  • February 26 2014

In In Re Morton's Restaurant Group, Inc. Shareholders Litigation, Chancellor Strine dismissed all claims in an action arising out of the acquisition


Delaware Court of Chancery upholds forum selection bylaws
  • McDermott Will & Emery
  • USA
  • February 26 2014

In recent years, virtually every merger and acquisition (M&A) transaction of significant size involving a U.S. public company has been challenged in


Financial advisory update
  • McDermott Will & Emery
  • USA
  • December 11 2013

Novel theories by plaintiffs’ lawyers need to foster novel approaches by M&A lawyers. A number of recent cases highlight the increasing risks for


Who’s in charge is the board responsible to monitor its financial advisor or vice versa?
  • McDermott Will & Emery
  • USA
  • March 21 2014

In the case of In re Rural Metro Corporation Stockholders Litigation, the Court of Chancery of the State of Delaware held that the primary financial


Stapled financingrisk and reward
  • McDermott Will & Emery
  • USA
  • October 31 2007

Especially in light of the tightening credit conditions for leveraged buyouts, stapled financing remains an attractive technique to mitigate financing uncertainties in today’s market


Court finds disclosed information relating to fairness opinion sufficient
  • McDermott Will & Emery
  • USA
  • October 31 2007

In In re CheckFree Corp. Shareholders Litigation, Consol. C.A. No. 3193 CC (Del. Ch. Nov. 1, 2007), Chancellor Chandler of the Delaware Court of Chancery held that CheckFree Corporation was not required to disclose all of the data underlying the fairness opinion included in its definitive proxy statement


Important Ninth Circuit decision narrowly interprets survival clause
  • McDermott Will & Emery
  • USA
  • October 31 2008

Parties to acquisition agreements typically agree to limit the survival of certain or all of the representations and warranties made in the agreement to a period shorter than the applicable jurisdiction’s statute of limitations