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May 21, 2024 | 
nacdonline.org | Kyle Seifried
As boards and management teams look to the second half of 2024 and beyond, one trend to watch is whether deal activity accelerates across sectors. Global merger and acquisition (M&A) volumes jumped more than 25 percent year over year in the first quarter of 2024, according to Dealogic data.
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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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Feb 21, 2024 | 
lexblog.com | Andre Bouchard |André Bouchard |Jaren Janghorbani |Andrew Krause |Kyle Seifried
In In re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation, the Delaware Court of Chancery (in an opinion by Vice Chancellor J. Travis Laster) clarified that, when exercising stockholder rights to alter a corporation’s status quo, controllers owe duties not to harm the corporation or its minority stockholders intentionally or through gross negligence.
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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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Nov 13, 2023 | 
lexology.com | Andre Bouchard |André Bouchard |Jaren Janghorbani |Robert Kindler |Andrew Krause |Kyle Seifried
In Crispo v. Musk, the Delaware Court of Chancery, in an opinion by Chancellor McCormick, addressed the enforceability of merger agreement provisions related to the recovery of lost-premium damages by the target. Such “Con Ed provisions”—named after the Second Circuit’s opinion in Consolidated Edison, Inc. v. Northeast Utilities—attempt to clarify that damages for lost merger premiums are recoverable from a wrongfully terminating buyer by the target or stockholders in certain circumstances.
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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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Jun 29, 2023 | 
lexology.com | Scott A. Barshay |André Bouchard |Jaren Janghorbani |Kyle Seifried
In Sternlicht, et al. v. Hernandez, et al., the Delaware Court of Chancery clarified the high standard that activists must overcome to reopen the director nomination window of an otherwise valid advance notice bylaw—namely they must show that there has been a “radical shift” in company position caused by the board after the deadline for director nominations had passed.
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May 7, 2023 | 
corpgov.law.harvard.edu | André Bouchard |Kyle Seifried |Laura C. Turano
Sunday, May 7, 2023 PrintTweet Andre Bouchard, Kyle Seifried, and Laura C. Turano are partners at Paul, Weiss, Rifkind, Wharton & Garrison LLP. This post is based on their Paul Weiss memorandum and is part of the Delaware law series; links to other posts in the series are available here. Related research from the Program on Corporate Governance includes Are M&A Contract Clauses Value Relevant to Target and Bidder Shareholders?
