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Sep 19, 2024 | 
lexology.com | Jonathan H. Ashtor |Andre Bouchard |André Bouchard |Geoffrey R. Chepiga |Benjamin Goodchild |Laura C. Turano | +2 more
arties negotiating and drafting contingent value right (“CVR”) provisions in acquisition agreements. In Shareholder Representatives LLC v.
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Apr 9, 2024 | 
lexology.com | Andre Bouchard |André Bouchard |Jaren Janghorbani |Robert Kindler |Kyle Seifried |Laura C. Turano | +2 more
In an en banc, unanimous opinion in In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court declined to provide a less burdensome path to business judgment review for self-interested controlling stockholder transactions that are not full “squeeze-out” mergers. Instead, the court’s opinion, by Chief Justice Collins J.
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Mar 11, 2024 | 
lexology.com | Scott A. Barshay |Andre Bouchard |André Bouchard |Jaren Janghorbani |Robert Kindler |Frances Mi
In Sjunde AP-fonden v. Activision Blizzard, Inc., et al. (an opinion by Chancellor Kathaleen St. J. McCormick), the Delaware Court of Chancery declined to dismiss claims that common market practices used by the Activision Blizzard, Inc., board in approving its merger agreement with Microsoft Corporation resulted in a Delaware General Corporation Law (DGCL) violation.
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Feb 15, 2024 | 
lexology.com | Matthew Abbott |Angelo Bonvino |Robert Kindler |Jeffrey D. Marell |Kyle Seifried |Laura C. Turano | +2 more
U.S. M&A activity was off to a strong start in January, but global activity was generally down. U.S. total deal value and the number of U.S. deals were up 23% and 54%, respectively, over December, while global total deal value and the number of global deals fell 27% and 3%, respectively. Notably, backing the United States out of global numbers, total deal value fell 60% in the rest of the world, and the number of deals fell 17% compared to December. » view the report
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Feb 5, 2024 | 
lexology.com | Andre Bouchard |André Bouchard |Jaren Janghorbani |Robert Kindler |Kyle Seifried |Laura C. Turano | +1 more
Recent decisions by Vice Chancellor Will of the Delaware Court of Chancery in Paragon Technologies, Inc. v. Cryan and Kellner v. AIM Immunotech Inc. provide guidance for boards concerning the validity of advance notice bylaws. In both cases, the court upheld the boards’ enforcement of advance notice bylaws to prevent activist nominees from standing for election. In Kellner, however, the court invalidated some bylaw provisions because of their overbreadth or ambiguity.
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Jan 16, 2024 | 
lexology.com | Matthew Abbott |Angelo Bonvino |Robert Kindler |Jeffrey D. Marell |Kyle Seifried |Laura C. Turano | +2 more
To view this article you need a PDF viewer such as Adobe Reader. If you can't read this PDF, you can view its text here. Go back to the PDF. USAJanuary 16 2024The M&A market was markedly slower in 2023. U.S. and global total deal value fell 11% and 18%, respectively, compared to 2022, and 49% and 48%, respectively, compared to 2021. While 2021 was a record year for M&A, the drop in 2023 activity was still stark.
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Jul 14, 2023 | 
lexology.com | André Bouchard |Geoffrey R. Chepiga |Jaren Janghorbani |Kyle Seifried |Laura C. Turano |Krishna Veeraraghavan | +2 more
In Anderson v. Magellan Health, Inc., the Delaware Court of Chancery drastically reduced a plaintiff’s mootness fee request and held, in an opinion by Chancellor McCormick, that, moving forward, plaintiffs can justify a mootness fee only if they obtain supplemental disclosures that are “plainly material.” In so holding, the court split with prior Court of Chancery precedent requiring that such disclosures be merely “helpful” to support a mootness fee.
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May 17, 2023 | 
lexology.com | André Bouchard |Jaren Janghorbani |Brian Scrivani |Michael F. Vogel |Frances Mi |Jason Tyler | +2 more
In New Enterprise Associates 14, L.P. v. Rich, the Delaware Court of Chancery, in an opinion by Vice Chancellor Laster, held that a contractual covenant by stockholders not to sue for breach of fiduciary duty in connection with a drag-along sale is enforceable under Delaware law if it is narrowly tailored and reasonable under the circumstances.
