JD Supra: Mergers

JULY 3, 2025

VeraNorth , founded in 2017 and based in Houston, is a private equity and investment management firm specializing in control-oriented healthcare investments. Coinciding with the launch of the fund, VeraNorth has acquired RN Express Registry. Terms of the acquisition were not disclosed. hide - hide Back to Top Home What Is JD Supra?

Private Equity 159

Private Equity Healthcare Equities Funds 159

Shearman & Sterling

JANUARY 9, 2017

On January 4, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Court of Chancery of the State of Delaware dismissed a putative class action complaint against United Capital Corporation ("United Capital"), its board of directors, and A.F. In re United Capital Corp., Stockholders Lit., 11619-VCMR (Del.

Mergers 52

Mergers Capital Stock Corporation 52

TechCrunch: M&A

JUNE 13, 2023

The online party planning platform Punchbowl is rebranding to create a parent organization called Sincere Corporation. In 2017, CEO and founder Jon Wegener left the company to work for Snap. Additionally, it is also acquiring the personal memory capsule app Timehop — and yes, it still exists.

IT 236

IT Acquisitions Corporation Funds 236

Shearman & Sterling

MARCH 14, 2017

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation against its directors in connection with its merger with Dell Inc., 129 Benefit Fund v. Read more

Corporation 52

Corporation IT Mergers Funds 52

Shearman & Sterling

FEBRUARY 14, 2017

On February 9, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of a breach of fiduciary duty action brought by former shareholders of Volcano Corporation in connection with the acquisition of Volcano in a two-step all-cash tender offer and merger pursuant to Delaware General Corporation Law Section 251(h).

Mergers 52

Mergers Mergers and Acquisitions Shares Business 52

Shearman & Sterling

JULY 18, 2017

July 13, 2017). 2016), the Court held the merger was "cleanse[d]" because "the disinterested stockholders of Diamond were fully informed and uncoerced when they overwhelmingly accepted the tender offer." § 251(h). Berkman, C.A. 12844-VCMR (Del. Relying on Corwin v. KKR Financial Holdings LLC, 125 A.3d

Mergers 52

Mergers Mergers and Acquisitions Corporation Acquisitions 52

Shearman & Sterling

MAY 9, 2017

On May 4, 2017, Chancellor Andre G. May 4, 2017). The plaintiffs, who were divested of their shares in connection with a merger of Massey while the litigation was pending, purported to assert two claims: (i) a breach of fiduciary duty derivative claim and (ii) "inseparable fraud," styled as a "direct" claim.

Mergers 52

Mergers Corporation Shares Management 52

TechCrunch: M&A

APRIL 20, 2023

It’s a relative rarity in consumer electronics, a category dominated by corporations like Samsung, Apple and Sony, which are (perhaps understandably) somewhat risk averse. Co-founder and CEO Kyle Slater left Nura in 2017 and most recently served as the CPO of Melbourne-based medical technology company, Seer.

Medical 246

Medical Electronics IT Portfolio 246

Shearman & Sterling

JANUARY 9, 2017

On January 4, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Court of Chancery of the State of Delaware dismissed a putative class action complaint against United Capital Corporation ("United Capital"), its board of directors, and A.F. In re United Capital Corp., Stockholders Lit., 11619-VCMR (Del.

Mergers 40

Mergers Capital Stock Corporation 40

Sun Acquisitions

JULY 11, 2024

In business, mergers and acquisitions are often perceived through the lens of financial transactions and corporate strategy. Far from being mere business deals, mergers can be seen as an art form—an intricate dance of collaboration, innovation, and transformation to build more robust, resilient entities.

Mergers 59

Mergers Mergers and Acquisitions Business Acquisitions 59

Sun Acquisitions

MARCH 27, 2024

In today’s business landscape, mergers and acquisitions (M&A) are not just about profit and market share. In this blog post, we will explore why sustainability and ESG are taking center stage in M&A and how they shape the future of corporate consolidation.

Mergers and Acquisitions 59

Mergers and Acquisitions Mergers Acquisitions M&A 59

Shearman & Sterling

MARCH 14, 2017

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation against its directors in connection with its merger with Dell Inc., 129 Benefit Fund v. Read more

Corporation 40

Corporation IT Mergers Funds 40

Shearman & Sterling

FEBRUARY 14, 2017

On February 9, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of a breach of fiduciary duty action brought by former shareholders of Volcano Corporation in connection with the acquisition of Volcano in a two-step all-cash tender offer and merger pursuant to Delaware General Corporation Law Section 251(h).

Mergers 40

Mergers Mergers and Acquisitions Shares Business 40

Shearman & Sterling

JULY 25, 2017

On July 21, 2017, Vice Chancellor J. Sprint Corporation, et al. & Clearwire Corporation, C.A. July 21, 2017). per share, notwithstanding that the transaction closed at $5.00 per share, notwithstanding that the transaction closed at $5.00 ACP Master, Ltd., & ACP Master, Ltd., 8508-VCL, C.A. 9042-VCL (Del.

Discounted Cash Flow 52

Discounted Cash Flow DCF Corporation Mergers 52

Shearman & Sterling

AUGUST 22, 2017

On August 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder suit asserting breach of fiduciary duty claims against the directors of MeadWestvaco Corporation ("MW") in connection with MW's strategic stock-for-stock merger with Rock-Tenn Company ("RockTenn").

Mergers 52

Mergers Stock Corporation Investors 52

Shearman & Sterling

FEBRUARY 14, 2017

On February 2, 2017, in Gordon v. Verizon Communications, Inc., 653084/13 (N.Y. at *21; see also In re Colt Indus. S'holder Litig., 2d 154 (N.Y. 1990), aff'd as modified sub nom. Colt Indus. S'holder Litig.

Mergers 52

Mergers Corporation Acquisitions 52

Shearman & Sterling

JULY 18, 2017

July 13, 2017). 2016), the Court held the merger was "cleanse[d]" because "the disinterested stockholders of Diamond were fully informed and uncoerced when they overwhelmingly accepted the tender offer." § 251(h). Berkman, C.A. 12844-VCMR (Del. Relying on Corwin v. KKR Financial Holdings LLC, 125 A.3d

Mergers 40

Mergers Mergers and Acquisitions Corporation Acquisitions 40

Shearman & Sterling

MAY 9, 2017

On May 4, 2017, Chancellor Andre G. May 4, 2017). The plaintiffs, who were divested of their shares in connection with a merger of Massey while the litigation was pending, purported to assert two claims: (i) a breach of fiduciary duty derivative claim and (ii) "inseparable fraud," styled as a "direct" claim.

Mergers 40

Mergers Corporation Shares Management 40

Shearman & Sterling

SEPTEMBER 6, 2017

Stern, C.A. 12498-VCG (Del. The Court found that the complaint failed to plead that the directors acted in bad faith, and thus dismissed the claims, notwithstanding that certain of the allegedly inadequate disclosures—if raised in a pre-closing suit—likely would have warranted injunctive relief pending corrective disclosures.

Mergers 52

Mergers Manufacturing Sale Corporation 52

Shearman & Sterling

SEPTEMBER 26, 2017

On September 18, 2017, Judge John Michael Vazquez of the U.S. In so holding, the Court agreed with plaintiffs that the surviving bank, BCB, had inherited Pamrapo's D&O policy following the merger in accordance with the New Jersey Business Corporation Act ("NJBCA"). Read more

Insurance 52

Insurance Bank Banking Mergers 52

Shearman & Sterling

SEPTEMBER 9, 2020

Travis Laster of the Delaware Court of Chancery ruled that neither Cigna Corporation ("Cigna") nor Anthem, Inc. ("Anthem") were entitled to the billions of dollars in damages and fees the parties sought in connection with a failed merger between the two companies (the "Merger"). 2017-0114-JTL (Del.

Mergers 52

Mergers Corporation IT 52

Shearman & Sterling

MARCH 7, 2017

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in a two-step merger. 12931-VCG, 2017 WL 752179 (Del. Weingarten v. Monster Worldwide Inc.,

Corporation 40

Corporation Mergers Shares 40

Shearman & Sterling

MAY 16, 2017

May 11, 2017). In re Cyan, Inc. Stockholders Litigation, C.A. 11714-CB (Del. Plaintiffs claimed that the board failed to disclose material information in the proxy statement, which allegedly prevented Cyan's shareholders from determining whether to pursue appraisal rights.

Mergers 52

Mergers Public Trading Stock Corporation 52

Shearman & Sterling

JUNE 16, 2017

On May 26, 2017, Vice Chancellor J. May 26, 2017) (Transcript). Shortly thereafter, according to a transcript of a June 1, 2017 settlement conference, the advisor settled the claims against it for $35 million, to be funded pursuant to the indemnification agreement. In re Good Tech. Stockholder Litig., 11580-VCL (Del. Read more

Mergers 52

Mergers Corporation Funds Acquisitions 52

Cleary M&A and Corporate Governance Watch

MAY 12, 2023

In a recent decision, the Delaware Court of Chancery grappled with the question whether—and to what extent—claims for breach of fiduciary duty can be waived ex ante in a corporate shareholder agreement. Specifically, in New Enterprise Associates 14 LP v. in the case of fraud). [3] This view is not entirely accurate.

Corporation 52

Corporation Investors Negotiation M&A 52

Shearman & Sterling

JUNE 16, 2017

May 31, 2017). Sciabacucchi v. Liberty Broadband Corp., 11418-VCG (Del.

Mergers and Acquisitions 52

Mergers and Acquisitions Shares Acquisitions Mergers 52

Shearman & Sterling

JULY 25, 2017

On July 21, 2017, Vice Chancellor J. Sprint Corporation, et al. & Clearwire Corporation, C.A. July 21, 2017). per share, notwithstanding that the transaction closed at $5.00 per share, notwithstanding that the transaction closed at $5.00 ACP Master, Ltd., & ACP Master, Ltd., 8508-VCL, C.A. 9042-VCL (Del.

Discounted Cash Flow 40

Discounted Cash Flow DCF Corporation Mergers 40

Shearman & Sterling

AUGUST 22, 2017

On August 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder suit asserting breach of fiduciary duty claims against the directors of MeadWestvaco Corporation ("MW") in connection with MW's strategic stock-for-stock merger with Rock-Tenn Company ("RockTenn").

Mergers 40

Mergers Stock Corporation Investors 40

Shearman & Sterling

DECEMBER 12, 2017

​On November 30, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty claims against the board of Opower, Inc. ("Opower") in connection with Opower's acquisition by Oracle Corporation ("Oracle"). Van der Fluit v. Yates, C.A. 12553-VCMR (Del.

Mergers 40

Mergers Negotiation Corporation Acquisitions 40

Shearman & Sterling

FEBRUARY 14, 2017

On February 2, 2017, in Gordon v. Verizon Communications, Inc., 653084/13 (N.Y. at *21; see also In re Colt Indus. S'holder Litig., 2d 154 (N.Y. 1990), aff'd as modified sub nom. Colt Indus. S'holder Litig.

Mergers 40

Mergers Corporation Acquisitions 40

Shearman & Sterling

MARCH 20, 2018

393, 2017 (Del. As discussed in our post regarding that decision, plaintiffs argued that merger consideration was improperly diverted into payments for two management directors. March 15, 2018). Stern, C.A. 12498-VCG (Del.

Manufacturing 52

Manufacturing Sale Mergers Corporation 52

Shearman & Sterling

SEPTEMBER 6, 2017

Stern, C.A. 12498-VCG (Del. The Court found that the complaint failed to plead that the directors acted in bad faith, and thus dismissed the claims, notwithstanding that certain of the allegedly inadequate disclosures—if raised in a pre-closing suit—likely would have warranted injunctive relief pending corrective disclosures.

Mergers 40

Mergers Manufacturing Sale Corporation 40

Shearman & Sterling

SEPTEMBER 26, 2017

On September 18, 2017, Judge John Michael Vazquez of the U.S. In so holding, the Court agreed with plaintiffs that the surviving bank, BCB, had inherited Pamrapo's D&O policy following the merger in accordance with the New Jersey Business Corporation Act ("NJBCA"). Read more

Insurance 40

Insurance Bank Banking Mergers 40

Shearman & Sterling

SEPTEMBER 9, 2020

Travis Laster of the Delaware Court of Chancery ruled that neither Cigna Corporation ("Cigna") nor Anthem, Inc. ("Anthem") were entitled to the billions of dollars in damages and fees the parties sought in connection with a failed merger between the two companies (the "Merger"). 2017-0114-JTL (Del.

Mergers 40

Mergers Corporation IT 40

Shearman & Sterling

MAY 16, 2017

May 11, 2017). In re Cyan, Inc. Stockholders Litigation, C.A. 11714-CB (Del. Plaintiffs claimed that the board failed to disclose material information in the proxy statement, which allegedly prevented Cyan's shareholders from determining whether to pursue appraisal rights.

Mergers 40

Mergers Public Trading Stock Corporation 40

Shearman & Sterling

MAY 9, 2017

May 2, 2017). The alleged breaches included (i) failing to spin off VMware to activist EMC stockholder Elliot Associates, (ii) selling VMware to a "known looter," (iii) restricting VMware's operations under the merger agreement and (iv) Denali's issuance of so-called "tracking stock." VMware, Inc.,

Mergers and Acquisitions 40

Mergers and Acquisitions Acquisitions Mergers Corporation 40

Shearman & Sterling

JUNE 16, 2017

On May 26, 2017, Vice Chancellor J. May 26, 2017) (Transcript). Shortly thereafter, according to a transcript of a June 1, 2017 settlement conference, the advisor settled the claims against it for $35 million, to be funded pursuant to the indemnification agreement. In re Good Tech. Stockholder Litig., 11580-VCL (Del. Read more

Mergers 40

Mergers Corporation Funds Acquisitions 40