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