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Documents on Mergers And Acquisitions
 

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HTML“Golden Leashes” Are Back: Will Shareholder Activists Win This Round?
Shane C. D'Souza, Deandra L. Schubert; McCarthy Tétrault LLP;
Legal Alert/Article
December 17, 2014, previously published on November 18, 2014
After taking a break this past proxy season, “golden leash” arrangements are back in the spotlight. A few days ago, Third Point LLC proposed so-called “golden leash” arrangements for their two nominees to the board of Dow Chemical Co.

 

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...

 

HTMLMichigan Coop Merger Talks Appear to Stall
Sutherland Asbill Brennan LLP;
Legal Alert/Article
December 16, 2014, previously published on December 9, 2014
Merger talks between the Alger Delta Cooperative Electric Association (Alger Delta) and Great Lakes Energy Cooperative have been complicated by Alger Delta’s “no sale” policy. Some members of the board for each coop remain interested in pursuing a merger. Proponents of a merger...

 

HTMLDOJ Brings "Gun Jumping" Enforcement Action and Requires Disgorgement
Kathryn M. Fenton, J. Bruce McDonald, Thomas D. York; Jones Day;
Legal Alert/Article
December 16, 2014, previously published on November 2014
The U.S. Department of Justice has announced the settlement of an enforcement action challenging illegal "gun jumping," which is the coordination of the business activities of companies that are planning a merger but where the government has not completed its pre-closing review of the...

 

HTMLWyoming Coops Execute Management Services Agreement
Sutherland Asbill Brennan LLP;
Legal Alert/Article
December 12, 2014, previously published on December 3, 2014
Beartooth Electric Cooperative (Beartooth) and Lower Valley Energy (LVE) have entered into a three-year contract for LVE to manage Beartooth in a deal that is expected to create significant savings for Beartooth and its members.

 

HTMLSupreme Court Agrees to Review Significant EPA Rule
Sutherland Asbill Brennan LLP;
Legal Alert/Article
December 12, 2014, previously published on December 2, 2014
The U.S. Supreme Court has agreed to review the new power plant emissions caps of the Environmental Protection Agency (EPA). The suit was brought by industry trade groups and almost two dozen states, who argued that the EPA did not adequately consider the costs associated with complying with this...

 

HTMLGoing Private Mergers: More Lenient Standard of Judicial Review Now Available
Phillip S. Sykes; Butler Snow LLP;
Legal Alert/Article
November 28, 2014, previously published on November 10, 2014
A recent Delaware Supreme Court decision has changed the rules for post-transaction litigation review for “going-private transactions.” The court described the conditions necessary for such a transaction to be judged by the business judgment rule, rather than the more demanding...

 

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.

 

HTMLForeign Investments Into the EU: Demystifying National Protectionism
Matt Evans, Leon N. Ferera, Sophie Hagege, Francesco Liberatore, Robert A. Profusek; Jones Day;
Legal Alert/Article
November 12, 2014, previously published on October 2014
The collision between capital/business interests and political/fiscal interests primarily comes to the fore in cross-border M&A. With the surge of big-ticket M&A activity beginning at the end of 2013, this has played out in the United States primarily as a fiscal issue, with U.S. politicians...

 


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