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They're Baaaaack. Disclosure-Based 14(A) Claims Making a Ghostly Return Image

They're Baaaaack. Disclosure-Based 14(A) Claims Making a Ghostly Return

Johanna Fricano

Following the Delaware Chancery Court's ruling in In re Trulia, Inc. that effectively closed the door to 14(a) disclosure-based settlements in Delaware state court, federal courts saw an influx of 14(a) "merger objection" litigation. More often than not, these suits are quickly dismissed following the company's issuance of a supplemental proxy with additional disclosures and the parties negotiate a mootness fee. The transaction closes and all parties move on — or so we thought. An emerging trend suggests that exposure to 14(a) claims may coming back from the near dead.

Features

Law Firm Mergers and the Economic Outlook for 2019 Image

Law Firm Mergers and the Economic Outlook for 2019

Marcus Dyer

As law firms endeavor to survive in an increasingly competitive world, one strategy picking up steam is the law firm merger. In this article, we recap law firm merger activity in 2018 and consider the economic outlook for law firm mergers for 2019.

Features

The Brave New World of Cybersecurity Due Diligence in Mergers and Acquisitions: Pitfalls and Opportunities Image

The Brave New World of Cybersecurity Due Diligence in Mergers and Acquisitions: Pitfalls and Opportunities

Thomas McThenia & Richard Markow

Like poorly-behaved school children, new technologies and intellectual property (IP) are increasingly disrupting the M&A establishment. Cybersecurity has become the latest disruptive newcomer to the M&A party.

Features

Beyond the FCPA: M&A Due Diligence Under the Expanded DOJ Corporate Enforcement Policy Image

Beyond the FCPA: M&A Due Diligence Under the Expanded DOJ Corporate Enforcement Policy

Jonathan B. New & Elias D. Trahanas

Over the past few years, the U.S. Department of Justice (DOJ) has taken notable steps to advance the axiom that the business community and law enforcement are "partners, not adversaries." DOJ has now taken its guidance one step further, announcing that the FCPA Corporate Enforcement Policy would apply to all potential wrongdoing discovered by an acquirer in the course of a merger or acquisition, not just to FCPA violations.

Features

Do Mergers Increase Profitability? Image

Do Mergers Increase Profitability?

Hugh A. Simons & Nicholas Bruch

<b><i>The Numbers Say Yes, But Not for the Reasons Many May Think</b></i><p>Conventional wisdom has it that mergers enhance profitability through increased revenues and reduced costs. However, the numbers contradict this view: post-merger revenues are lower relative to competitor firms than are the sum of the predecessor firms' revenues, and costs per lawyer increase markedly.

Features

Key Decisions from Delaware Courts Image

Key Decisions from Delaware Courts

Francis G.X. Pileggi

<b><i>Mergers and Acquisitions</i></b><p>A few recent decisions from the Delaware Court of Chancery provide useful information to corporate executives who are involved in the sale or purchase of businesses, or who are involved in joint ventures in which the sales price or the post-closing profit distribution is based on certain milestones being reached.

Features

DE Supreme Court Clarifies Role of Deal Price In Appraisal Fair Value Determination Image

DE Supreme Court Clarifies Role of Deal Price In Appraisal Fair Value Determination

P. Clarkson Collins Jr.

Corporate practitioners have been closely following developments in Delaware's shareholder appraisal litigation. Much of the interest concerns the court's "fair value" determination and the risk that an acquiring company will have to pay appraisal petitioners more than the merger deal price. In a much-anticipated decision, the Delaware Supreme Court provides valuable guidance about the relative importance of the deal price in the court's adjudication of the "fair value" of a petitioner's shares.

Features

Supreme Court Limits Forum Shopping with Plavix Lawsuit Decision Image

Supreme Court Limits Forum Shopping with Plavix Lawsuit Decision

Janice G. Inman

On June 19, the U.S. Supreme Court upended years of jurisprudence to hand corporations a gift: a far more stringent definition of specific jurisdiction that will force plaintiffs to bring suit in multiple state courts rather than join their claims to those in far-flung jurisdictions.

Features

Avoiding the Hazards of Acquisition: Due Diligence in the Merger or Acquisition of a Product Manufacturer Image

Avoiding the Hazards of Acquisition: Due Diligence in the Merger or Acquisition of a Product Manufacturer

Ronald J. Levine & Clifford Tatum

As corporations continue to reshape at a rapid rate, due diligence groundwork concerning product liability issues can be critically important. This article addresses how deals can be structured, and the areas that need to be explored, when evaluating a potential deal from the perspective of product liability.

Features

Criminal Allegations Threaten Merger Image

Criminal Allegations Threaten Merger

ljnstaff

Abbott Laboratories' $5.8 billion proposed purchase of Alere, a Massachusetts medical testing company, is in trouble now that multiple criminal allegations have been leveled against Alere.

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