Cooley M&A

OCTOBER 29, 2018

M&A practitioners have long advised boards of directors that the Delaware courts have never found that the events or circumstances in a particular transaction met the contractual standard of having a material adverse effect (or MAE) as defined in a merger or acquisition agreement. Therefore, the board should have a high degree of confidence in deal certainty.

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Appraisal Rights

OCTOBER 16, 2018

Does D&O insurance cover appraisal? Last year we discussed this topic – and now Solera Holdings** has sued its D&O insurance providers alleging that they have refused coverage for the costs of the appraisal action as well as the interest Solera owes. Here again we see an appraisal proceeding resulting in further litigation after the fact – here an insurance action, to go with the securities fraud actions we’ve seen before and breach of fiduciary duty litigation as well. ** This firm is

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Appraisal Rights

OCTOBER 8, 2018

Yes, at least according to this article by Nobles Law , a Ukrainian firm. Ukrainian appraisal appears to borrow some items from Delaware law. Along with a ‘vote no’ requirement (like Delaware), and timing the appraisal notice to the shareholders meeting/vote, Ukraine offers appraisal rights in mergers and certain asset sales.

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Appraisal Rights

OCTOBER 31, 2018

The Review of Securities & Commodities Regulation recently published “The Shift in Delaware Appraisal Litigation” (full article $$$) , suggesting, as have other authors, that Delaware appraisal has moved to a realm where process questions are central to the appraisal analysis. This will be little surprise to readers of this blog; while appraisal is distinct from fiduciary claims, recent cases have focused increasingly on a search for process issues, and the absence of issues with the sales

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Speaker: Susan Spencer, Principal of Spencer Communications

Intent signal data can go a long way toward shortening sales cycles and closing more deals. The challenge is deciding which is the best type of intent data to help your company meet its sales and marketing goals. In this webinar, Susan Spencer, fractional CMO and principal of Spencer Communications, will unpack the differences between contact-level and company-level intent signals.

Marketability

Appraisal Rights

OCTOBER 30, 2018

Probably – at least according to this analysis posted on the Harvard Corporate Governance Forum. The analysis provides extensive discussion of Norcraft and Solera **, two recent decisions we’ve also noted. The authors conclusion will be familiar to regular readers of this blog: “appraisal decisions likely will continue to focus on many of the same issues that courts examine when considering breach of fiduciary duty claims in the merger context as well as assessing whether the seller’s stock tra

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Cooley M&A

OCTOBER 25, 2018

The two legal systems that most often govern cross-border private M&A transactions are US (most commonly Delaware) law and English law. To the untrained eye, acquisition and sale agreements governed under either system may appear very similar, and differences are classified as “form over substance.” There are, however, a handful of material differences in approach and legal ramifications that affect corporate transaction structuring and liability exposure that seasoned M&A practitioners

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Appraisal Rights

OCTOBER 17, 2018

Earlier this year, a Florida appeals court adopted the Trulia decision from Delaware – In re Trulia, Inc. Stockholder Litigation , 129 A.3d 884 (Del. Ch. 2016) being a key Delaware case regarding the approval of merger related class action settlements. Before Trulia , class actions challenging mergers could (and often did) resolve via something called a “disclosure only settlement” – that is, the target company resolved the class action by making additional disclosures related to the deal but di

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Appraisal Rights

OCTOBER 5, 2018

Cayman Appraisal will be on the docket at the Cross Border Litigation & Restructuring seminar in Hong Kong on October 9. In a program titled “Valuation 101: Section 238 Applications” presenters will cover “Cayman Islands Appraisal Rights: How to determine a fair stock price and what are the relevant remedies for shareholders? What weight will merger price be given in an appraisal action bidding process?”.

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Cooley M&A

OCTOBER 15, 2018

On October 10, 2018, the US Department of the Treasury issued a set of interim regulations for a pilot program implementing certain provisions of the Foreign Investment Risk Review Modernization Act of 2018, which President Trump signed into law August 13, 2018. Read full article. Erin Estevez. Christopher Kimball. Kevin King.

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Treasury 52