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Fourth Circuit: “Bump-Up” Exclusion Applies When Settlement Seeks to Cure Harms Associated with Undisclosed Conflict of Interest During Merger Transaction

JD Supra: Mergers

The United States Court of Appeals for the Fourth Circuit, applying Virginia law, has affirmed a district court’s ruling that a “bump-up” provision in a D&O policy applied to bar indemnity coverage for the settlement of various underlying shareholder actions involving allegations of undisclosed conflicts of interest in connection with a merger.

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Fourth Circuit Paves a Bumpier Path to Post-Deal D&O Coverage

Sidley Shareholder Litigation

affirmed the denial of D&O liability insurance coverage to Towers Watson in connection with its 2015 merger with Willis Group. On May 28, 2025, the Fourth Circuit in Towers Watson & Co. National Union Fire Insurance Co.

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Delaware Court Of Chancery Dismisses Breach Of Fiduciary Duty Claims In Connection With Two-Step Merger, Despite Finding Corwin Inapplicable

Shearman & Sterling

2015), because the tender was not fully informed. The Court found that the failure to disclose that certain executives who received transaction-related benefits were the primary negotiators of the transaction constituted a material disclosure violation. KKR Financial Holdings LLC, 125 A.3d 3d 304 (Del.

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Breakup rumors at Kraft Heinz prompt speculation Berkshire Hathaway may be selling its stake

CNBC: Investing

The billionaire CEO later worked with 3G to help finance Heinz's $49 billion merger with Kraft Foods Group in 2015. KHC ALL mountain Kraft Heinz since 2015 The stock has been a laggard for Berkshire, however. Since its peak of $62 in 2015, shares of Kraft Heinz have been cut more than half to trade around $27 apiece.

IT 130
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Sun Acquisitions Facilitates Strategic Sale of Kitchen & Baths Unlimited to Private Investor

Sun Acquisitions

Chicago, IL – May 15, 2025—Sun Acquisitions, a leading mergers and acquisitions firm, is pleased to announce the successful completion of the sale of Kitchen & Baths Unlimited, a full-service kitchen and bath remodeling company, to a Private Investor, KBU, Inc.

Sale 96
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Hospital Mergers Double the Risk of a Data Breach, Study Shows

JD Supra: Mergers

According to a summary by the HIPAA Journal, 32% of all data breaches between 2015 and 2022 were in the healthcare sector, “almost double the number recorded in the financial and manufacturing sectors.” The healthcare sector is a prime target for data breaches.

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Dialysis & Nephrology Digest - September 2024

JD Supra: Mergers

Appellate court ruling widens scope of NY fee-splitting law to include earnouts - The decision overturned a lower court ruling relating to the sale of part of a dental practice in 2015. The plaintiff agreed to sell certain assets to another dental practice for $250,000.

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