-
Dec 2, 2024 | 
businesslawtoday.org | Shawn Garrett |Acquisitions Law |Glenn West |Rick Paszkiet
CURRENT MONTH (November 2024)Delaware Chancery Court Answers Whether Directors of a Corporation Breached Their Fiduciary Duties by Approving a Cash-Out Merger That Rendered Common Stock ValuelessBy Shawn Garrett, Founding Attorney, Garrett, PLLCOn October 30, 2024, the Delaware Chancery Court issued its opinion in Jacobs, et al. v. Akademos, Inc., et al., a suit concerning a merger that rendered the common stock of the target company, Akademos, Inc.(hereinafter “Corporation”), valueless.
-
Nov 1, 2024 | 
businesslawtoday.org | Yelena Dunaevsky |Acquisitions Law |Gabin Park
CURRENT MONTH (October 2024)New HSR Rules May Require Longer Interim Coverage Periods in Reps & Warranties PoliciesBy Yelena Dunaevsky, Esq., SVP & Partner, Transactional Insurance, Woodruff SawyerOn October 10, 2024, the Federal Trade Commission (FTC), aiming to fill information gaps and ensure effective antitrust review, voted to adopt new rules for the Hart-Scott-Rodino (HSR) Act premerger notification form and reporting process.
-
Oct 7, 2024 | 
businesslawtoday.org | Shawn Garrett |Acquisitions Law |Darshan Kulkarni |Chauncey M. Lane
CURRENT MONTH (September 2024)Delaware Chancery Court Issues Ruling on Earnout Dispute: Did Alexion’s Efforts Meet ‘Commercially Reasonable’ Standard in Syntimmune Merger? By Shawn Garrett, Garrett, PLLCOn September 5, 2024, the Delaware Court of Chancery issued a memorandum opinion and judgment on a case relating to a disputed earnout in a post-merger entity based on milestones contemplated in the merger agreement. In Shareholder Representative Services, LLC., v. Alexion Pharmaceuticals, Inc.
-
Aug 1, 2024 | 
businesslawtoday.org | Acquisitions Law |Chauncey M. Lane |Yelena Dunaevsky |Josiah Chacko
CURRENT MONTH (July 2024)By Josiah Chacko, Southern Methodist University School of LawOn June 10, 2024, the Delaware Court of Chancery allowed several counts of alleged fraud in the form of promises by a buyer regarding earn-out provisions in the purchase price of an acquisition to survive a motion to dismiss.[1] WCG Clinical Services LLC (“WCG”) acquired Dave Young’s health care technology company, Trifecta Multimedia Holdings Inc.
-
Jul 1, 2024 | 
businesslawtoday.org | Yelena Dunaevsky |Acquisitions Law |Ari J. Markenson
CURRENT MONTH (June 2024)Another SPAC Suit Hits the DustBy Yelena Dunaevsky, Esq., SVP & Partner, Transactional Insurance, Woodruff SawyerOn May 31, 2024, the Court of Chancery of the State of Delaware dismissed an action asserting claims of breach of fiduciary duty, unjust enrichment, and aiding and abetting against Hennessy Capital Acquisition Corp. IV, a SPAC; Hennessy Capital Partners IV LLC (the “Sponsor”); and the SPAC’s chairman and chief executive officer.
-
Jun 4, 2024 | 
businesslawtoday.org | Malcolm Deisz |Nastassia Merlino |Acquisitions Law |Myron Mallia-Dare
CURRENT MONTH (May 2024)States Seek to Tackle Antitrust Issues in the Healthcare IndustryBy Malcolm Deisz, University of St. Thomas – School of LawThe healthcare industry in the United States is growing rapidly. Forecasts show the industry is estimated to generate over $800 billion annually by 2027.[1] Given the substantial growth and increasing revenues, it’s unsurprising that businesses are increasingly seeking to invest.
-
May 1, 2024 | 
businesslawtoday.org | Yelena Dunaevsky |Acquisitions Law |Michael Cliff |Joseph Maloney
CURRENT MONTH (April 2024)Merger Objection Lawsuits Are a “Racket” Benefiting No One but Plaintiffs’ LawyersBy Yelena Dunaevsky, Esq., SVP & Partner, Transactional Insurance In an April 15, 2024, decision, the United States Court of Appeals for the Seventh Circuit took up the question of “mootness fees,” which companies in the middle of a merger or acquisition typically pay to make the plaintiffs’ lawyers who are threatening that merger or acquisition go away.
-
Apr 1, 2024 | 
businesslawtoday.org | Nastassia Merlino |Acquisitions Law |Geoffrey B. Fehling |Olivia G. Bushman
CURRENT MONTH (March 2024)Del. Court of Chancery Dismisses $600 Million Shareholder Stock Offer Suit as Special Litigation Committee Met Its Burden of Independence and Reasonable Investigation By Nastassia Merlino, NYU School of LawControlling shareholders of Carvana Co., Ernest Garcia II and Ernest Garcia III, participated in a direct offering by Carvana Co. made in late March 2020 after which Ernest Garcia II sold over $1 billion of his shares.
-
Mar 1, 2024 | 
businesslawtoday.org | Yelena Dunaevsky |Nastassia Merlino |Malcolm Deisz |Acquisitions Law
CURRENT MONTH (February 2024)Bespeaks-Caution Doctrine Applied in Dismissed SPAC LawsuitBy Yelena Dunaevsky, Esq., SVP & Partner, Transactional Insurance On February 6, 2024, the US District Court for the Southern District of New York dismissed a putative class action asserting claims under Sections 10(b) and 14(a) of the Securities Exchange Act against Trident Acquisitions Corp., a SPAC, and certain of its directors and officers. The SPAC’s merger with Lottery.com, Inc.
-
Feb 2, 2024 | 
businesslawtoday.org | Malcolm Deisz |Nastassia Merlino |Acquisitions Law |James Hu
CURRENT MONTH (January 2024)Surge or Stagnation: Looking Ahead to 2024By Malcolm Deisz, University of St. Thomas – School of Law2023 was, by most accounts, a notably slow year for mergers & acquisitions. While the volume of deals has stayed consistent, the value of M&A-related transactions is down approximately 25 percent. With the total value of deals sitting at $2.7 billion heading into December, the year is poised to be the lowest in M&A transaction value since 2013.
