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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.
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Nov 15, 2024 | 
businesslawtoday.org | Glenn West
This article is Part II of the Musings on Contracts series by Glenn D. West, which explores the unique contract law issues the author has been contemplating, some focused on the specifics of M&A practice, and some just random. In a Delaware Court of Chancery decision earlier this year, Labyrinth, Inc. v.
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Nov 1, 2024 | 
businesslawtoday.org | Sean M. Brennecke |Lewis Brisbois |Kevin Liu |Glenn West
CURRENT MONTH (October 2024)Delaware Court of Chancery Approves Use of Technology-Assisted Review in DiscoveryBy Sean M. Brennecke, Lewis BrisboisAs litigators are well aware, electronic discovery can be one of the most burdensome and costly aspects of litigation.
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Oct 3, 2024 | 
businesslawtoday.org | Glenn West
This article is Part I in the Many Splendors of Fraud Claims series by Glenn D. West. I know that many believe that all that could be written about avoiding fraud claims in private company M&A has been written. However, ABRY Partners V, L.P. v. F & W Acquisition LLC[1] continues to give birth to additional progeny (in the form of new, recent cases) that require attention and possible modification of drafting practices in response.
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Jul 11, 2024 | 
lexology.com | Jacqueline Oveissi |Kate Swain |Matt Stewart |Matthew Bernstein |Marco Compagnoni |Arnie Fridhandler | +6 more
IN THIS ISSUEP02 U.S. Leveraged Finance Market Update. We provide the latest pricing information on corporate debt and our quarterly market commentary. P04 S ee Around the Corner with Weil PE. We take a look at our latest data on Weil private equity representations as a leading indicator of the direction of private equity transactions and sector activity. PROUDLY ANNOUNCING OURLAUNCH INLOS ANGELESANDSAN FRANCISCOPAGE 7P05 B ridging Valuation Gaps: An Alternative to the Earn Out.
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May 13, 2024 | 
businesslawtoday.org | Glenn West
An April 11, 2024, article in the Financial Times, “The inequity method of accounting: California family learns about private-equity hardball while selling supermarket chain,” has created a stir in the private equity deal community. The article details a dispute that arose between the prior owners of Save Mart, a California supermarket chain, and Kingswood Capital Management, a Los Angeles–based, lower-middle-market private equity firm.
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Apr 11, 2024 | 
lexology.com | Andrew Colao |Jacqueline Oveissi |Arnie Fridhandler |Brittany Butwin |David Griffiths |Alex Cohen | +10 more
SPRING 2024Weil, Gotshal & Manges LLPweil.comBuyouts Structured Equity Growth Equity Asset Manager M&A Private Debt Energy Infrastructure Real Estate SecondariesWeil Private EquitySponsor SyncSTAY INFORMED. STAY AHEAD.
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Nov 14, 2023 | 
lexology.com | Glenn West
In what appears to be the last decision related to the Twitter/Musk saga, Crispo v. Musk, 2023 WL 7154477 (Del. Ch. Oct. 31, 2023), Chancellor McCormick cast significant doubt upon the ability of a target company to recover damages measured by the “lost stockholder premium” that was bargained for as part of the merger agreement. Although this issue had been out there as a theoretical problem ever since the Second Circuit’s decision in Consolidated Edison, Inc. v.
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Sep 6, 2023 | 
businesslawtoday.org | Glenn West
Mergers & Acquisitions Corporations, LLCs & Partnerships Business of Law As ideas about corporate purpose evolve, how has that affected corporations’ implementation of diversity, equity, and inclusion measures? What can be learned from successes and failures of corporate inclusivity in leadership? Professor Jennifer S. Fan dives into these questions in this video, filmed at the ABA Business Law Section’s 2023 Hybrid Spring Meeting.
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May 25, 2023 | 
lexology.com | Glenn West
An important aspect of the diligence involved in acquiring a business is identifying any third party rights that could potentially delay, hinder or block the acquisition. Among those potential third party rights is the dreaded Right of First Refusal (or “ROFR”). And a recent decision from Iowa, Pistol Limited Co. v. Green Family Flooring, Inc., 2023 WL 2905165 (Iowa App.
