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HTMLNew York State Court Extends Common Interest Privilege to Merger Talks
Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
December 17, 2014, previously published on December 10, 2014
In a December 4, 2014 decision, the New York Appellate Court, First Department, held that documents and discussions related to negotiation of a merger could be protected by the common interest privilege. The ruling represents a change in New York law which, unlike Delaware, previously limited the...

 

HTMLNo Control, No Conflict, No Problem
Joshua Apfelroth, Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
November 15, 2014, previously published on October 31, 2014
On October 24th, the Delaware Chancery Court dismissed a lawsuit challenging the merger of Crimson Exploration and Contango Oil & Gas. Minority Crimson stockholders alleged that Oaktree Capital Management, Crimson’s largest stockholder with a 33.7% stake, controlled Crimson and caused it...

 

HTMLFederal Court Decision in Allergan Control Battle Raises Serious Questions for New Takeover Technique
Joshua Apfelroth, Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
November 15, 2014, previously published on November 6, 2014
The Federal District Court’s November 4th ruling in Allergan, Inc. vs. Valeant Pharmaceuticals International, Inc. raises “serious questions” for the takeover partnership employed by Valeant and Pershing Square in their hostile bid to acquire Allergan.

 

HTMLM&A Update: Chancery Court Orders Financial Advisor to Pay Millions in Damages For Aiding and Abetting Breach of Fiduciary Duty
Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
October 22, 2014, previously published on October 13, 2014
On October 10, 2014, Vice Chancellor Travis Laster ruled that RBC Capital was liable to the former stockholders of Rural/Metro Corporation for $75.8 million - representing 83% of the total damages - for aiding and abetting breaches of the duty of care by Rural/Metro’s board in connection with...

 

HTMLM&A Update: Delaware Court Upholds Sotheby’s Poison Pill Defense Against Activist Citing “Negative Control” as a Corporate Threat
Jason M. Halper, Gregory A. Markel, Braden McCurrach, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
May 7, 2014, previously published on May 5, 2014
In a May 2, 2014 ruling relating to activist hedge fund Third Point LLC’s proxy battle with auction house Sotheby’s, the Delaware Chancery Court found that Third Point was not likely to succeed in its argument that the Sotheby’s board violated its fiduciary duties when it adopted...

 

HTMLChancery Court Provides Another Lesson for a Reasonable Sale Process
Jason M. Halper, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
May 2, 2014, previously published on April 30, 2014
In a recent decision, Chen v. Howard-Anderson, the Delaware Chancery Court once again questioned the reasonableness of how a board conducted the sale of a company when it permitted stockholder claims to go to trial. The decision provides yet another reminder—if one is needed—that boards...

 

HTMLM&A Update: Ohio Federal Judge Blocks Controlling Stockholder’s Tender Offer Based On Target Board’s Conflicts and Stockholder Coercion
Joshua Apfelroth, Jason M. Halper, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
April 23, 2014, previously published on April 17, 2014
In a March 14, 2014 decision that has received little commentary, an Ohio federal court in Spachman v. Great American Insurance Co. took the extraordinary step of enjoining a tender offer by Great American Insurance, a wholly-owned subsidiary of American Financial Group, for the 48 percent of...

 

HTMLM&A Update: Delaware Court’s Orchard Enterprises Decision Provides Key Insights For Special Committees In Controlling Stockholder Transactions
Joshua Apfelroth, Jason M. Halper, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
March 21, 2014, previously published on March 19, 2014
On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both a truly independent special committee and a majority of the minority...

 

HTMLM&A Update: Delaware Supreme Court Upholds Business Judgment Rule Review for Certain Controlling Stockholder Transactions with Dual Minority Protections
Joshua Apfelroth, Jason M. Halper, Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
March 20, 2014, previously published on March 17, 2014
On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both a truly independent special committee and a majority of the minority...

 

HTMLThe “Gatekeepers”: Delaware Court Holds Conflicted Financial Advisor Liable for Aiding and Abetting Breach of Fiduciary Duty
Joshua Apfelroth, Jason M. Halper, Gregory A. Markel, William P. Mills, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
March 19, 2014, previously published on March 13, 2014
Delaware courts have increasingly shined a spotlight on what they consider to be conflicts of interest for sell-side financial advisors. On March 7th, the Delaware Chancery Court hit these conflicts with a laser beam. In a post-trial opinion in In re Rural/Metro Corp. S’holders Litig., Vice...

 


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