M&A Disclosure: Del. Supreme Court Overrules Chancery on Materiality of Undisclosed Advisor Conflicts
DealLawyers.com - The M&A Legal Resource for Acquisitive Minds - Blog
by John Jenkins
9h ago
Earlier this week, in City of Dearborn Police & Fire v. Brookfield Asset Management, (Del.; 3/24) the Delaware Supreme Court overruled the Chancery Court and held that allegations of undisclosed conflicts of interest involving a special committee’s legal and financial advisors were sufficient to deny the defendants’ motion to dismiss breach of fiduciary duty claims ..read more
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M&A Due Diligence: Top Intellectual Property Issues
DealLawyers.com - The M&A Legal Resource for Acquisitive Minds - Blog
by John Jenkins
2d ago
This Gibson Dunn memo addresses the top intellectual property issues that buyers should consider during the M&A due diligence process.  Here’s an excerpt from the memo’s discussion of the importance of identifying the IP used in the business to be acquired and the impact of the transaction’s structure on what needs to be done to ..read more
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Deal Lawyers Download Podcast: Activism 2024 – Michael Levin
DealLawyers.com - The M&A Legal Resource for Acquisitive Minds - Blog
by Meredith Ervine
6d ago
In the latest Deal Lawyers Download Podcast, John is joined by Michael Levin — investor, corporate executive, and management consultant who is also well known for his websites that provide resources for investors, The Activist Investor and UniversalProxyCard.com. In this 21-minute podcast, Michael discusses the current activism environment and what we might expect to see this ..read more
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Consider This Before Rejecting a Dissident Director Nomination
DealLawyers.com - The M&A Legal Resource for Acquisitive Minds - Blog
by Meredith Ervine
6d ago
There’s been a renewed focus on advance notice bylaws in the wake of the Chancery Court’s decision in Kellner v. AIM Immunotech (Del. Ch.; 12/23) addressing a challenge to advance notice bylaw amendments. In addition to considering whether your advance notice bylaws trip any of the concerns in the Kellner decision, companies also need to consider ..read more
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UPC: Retaining Limited Broker Discretionary Authority
DealLawyers.com - The M&A Legal Resource for Acquisitive Minds - Blog
by Meredith Ervine
1w ago
This HLS blog post from the Shareholder Activism & Takeover Defense Practice at Latham briefly references another funky voting issue coming out of UPC. It says: Each contest brings outcome-determinative procedural issues to light, such as MindMed retaining broker discretionary authority for shareholders who did not receive activist proxy materials, emphasizing the importance of engaging ..read more
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D&O Insurance: Check Your Bump-Up Exclusion
DealLawyers.com - The M&A Legal Resource for Acquisitive Minds - Blog
by Meredith Ervine
1w ago
This D&O Diary blog from Kevin LaCroix discusses an early March decision by the Eastern District of Virginia that a bump-up exclusion precluded D&O coverage for the $90 million paid by Towers Watson in settlement of claims relating to its January 2016 merger with Willis Group Holdings. The bump-up exclusion provides as follows: “In the ..read more
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Private Equity: Increased Regulatory Scrutiny of Healthcare Acquisitions
DealLawyers.com - The M&A Legal Resource for Acquisitive Minds - Blog
by Meredith Ervine
1w ago
In early March, the FTC, DOJ & HHS announced a “cross-government public inquiry into private equity and other corporations’ increasing control over health care.” This Mayer Brown article says: The inquiry seeks to understand how private equity transactions in the healthcare field affect consolidation, as well as how such transactions affect patient health, worker safety ..read more
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Merger Agreements: Activision Decision May Raise Fewer Concerns in Other States
DealLawyers.com - The M&A Legal Resource for Acquisitive Minds - Blog
by John Jenkins
1w ago
Earlier this month, I blogged about Chancellor McCormick’s decision in Sjunde AP-fonden v. Activision Blizzard, Inc., (Del. Ch.; 2/24), in which the Chancellor refused to dismiss claims alleged that the board violated various provisions of the DGCL by, among other things, approving a late-stage draft of the merger agreement instead of a final execution copy ..read more
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Private Equity: There’s a New Metric in Town. . .
DealLawyers.com - The M&A Legal Resource for Acquisitive Minds - Blog
by John Jenkins
1w ago
According to this MiddleMarket.com article, while limited partners in PE funds have historically looked to IRR as the key metric in determining investment decisions, a sharp decline in distributions over the past two years has caused many to shift their focus to a different metric. This excerpt explains: For years, limited partners have relied on ..read more
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Antitrust: HSR Second Requests are Killing a Lot of Deals
DealLawyers.com - The M&A Legal Resource for Acquisitive Minds - Blog
by John Jenkins
2w ago
Receiving an HSR Second Request from the DOJ or FTC on a pending transaction has always been kind of a deflating experience. Even in the more M&A friendly environment of years past, a Second Request added a significant amount of work, expense, and uncertainty to the deal process.  According to a recent Legal Dive article ..read more
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