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HTMLPharmaceutical Manufacturer's Preemptive Suit Secures Preliminary First Amendment Protection for Script to Promote Off-Label Use
Aaron Buchman, Bret A. Campbell, Adam S. Lurie, Brian T. McGovern, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
August 19, 2015, previously published on August 17, 2015
On August 7, 2015, the U.S. District Court for the Southern District of New York invoked the First Amendment, granting Amarin Pharma, Inc. (Amarin) preliminary protection against federal criminal prosecution for misbranding and allowing Amarin to promote its drug, Vascepa, for off-label use through...

 

HTMLM&A Update: Delaware Supreme Court Issues Important Ruling Protecting Independent Directors
William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
May 25, 2015, previously published on May 18, 2015
On May 14, 2015, the Delaware Supreme Court ruled that claims against independent directors must be dismissed when a company charter provision shields directors from monetary liability for breach of the duty of care and the plaintiffs are unable to plead facts establishing that the directors...

 

HTMLRevlon: Motive, Market Checks and Injunctions
Joshua Apfelroth, Gregory A. Markel, William P. Mills, Brittany Schulman, Martin L. Seidel; Cadwalader, Wickersham & Taft LLP;
Legal Alert/Article
January 8, 2015, previously published on December 24, 2014
In two separate December 19th decisions, the Delaware Supreme Court and the Delaware Chancery Court declined to enjoin stockholder votes with respect to pending mergers for alleged violations of the target board’s Revlon duties. The decisions affirmed longstanding Delaware caselaw providing...

 

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...

 


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