Searching Content indexed under M&A/Private Equity by Alan Stone ordered by Published Date Descending.
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Deferential Business Judgment Rule Applied To Third Party Acquisition Of Target With A Controlling Stockholder
Court of Chancery determines that the use of both a special committee and majority-of-the-minority vote will result in application of the business judgment rule
United States
14 Aug 2013
Amendments Proposed To The Delaware General Corporation Law, Including An Amendment To Streamline Back-End Mergers
The Council of the Corporation Law Section of the Delaware State Bar Association recently proposed several key amendments to the Delaware General Corporation Law that if adopted would, among other things, (i) streamline back-end corporate mergers, effectively eliminating the need for "top up" options, and (ii) create a mechanism by which corporations could ratify corporate actions once considered "void" and incapable of ratification under Delaware law. If
United States
18 Apr 2013
Mergers, Acquisitions And Control Contests
A discussion on paving the way for a multi-billion dollar merger, and the help offered to a healthcare company to achieve settlement with its shareholder.
United States
4 Feb 2013
Delaware Court Refuses to Enjoin Merger Despite "Meritorious Allegations" of Fiduciary Impropriety
In In re Delphi Financial Group Shareholder Litigation, the Delaware Court of Chancery recently declined to preliminarily enjoin a pending merger despite its finding that plaintiff-stockholders were "reasonably likely to be able to demonstrate at trial that in negotiating for disparate consideration and only agreeing to support the merger if he received it," a controlling stockholder "violated duties to the stockholders."
United States
24 Apr 2012
Delaware Court Sharply Criticizes Conflicts Of Interest In High-Profile Corporate Merger
Despite misgivings with M&A process, Court refuses to issue injunction and allows stockholder vote to proceed.
United States
27 Mar 2012
Delaware Court Cites Boardís "Impeccable Knowledge" Of Targetís Business In Declining To Enjoin Merger Under Revlon
Also distinguishes Omnicare in refusing to strike down use of "no-solicitation" covenant following stockholder approval of merger by majority written consent.
United States
8 Nov 2011
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