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Purchase price adjustment disputes often involve intricate interpretive issues in which the meaning of terms that the parties thought they had agreed upon during the negotiation process becomes hotly disputed. Not infrequently, the parties call upon the Chancery Court to sort things out. Vice Chancellor Will’s decision in Northern Data AG v. Riot Platforms, (Del.
When the FTC sued to enjoin Microsoft’s acquisition of Activision Blizzard (well-known for its popular Call of Duty video games), it argued that Microsoft would make the game exclusive to Xbox, diminishing competition with Sony’s PlayStation. In a May ruling in FTC v. Microsoft Corp.
In two decisions last spring, the Supreme Court overruled Chancery Court decisions that had dismissed challenges to transactions on the basis that MFW‘s conditions were met.
Jasper Street’s latest newsletter highlights notable activist campaigns that went to a vote in May, including those at Phillips 66, WEX, Harley-Davidson, US Steel, and NHI. It shares the following key takeaways from these campaigns: Governance Still Drives Outcomes: ISS’s support for Elliott at Phillips 66 was heavily governance-focused.
Late last month, John blogged about the Delaware Chancery Court’s decision in Vejseli v. Duffy, (Del. Ch.; 5/25) in which Vice Chancellor David upheld a board’s rejection of dissidents’ nominees but allowed the dissidents to resubmit their nominations after concluding the board breached its fiduciary duties when it reduced the number of directors up for election.
Shortly after SB 21 was signed into law, John blogged about the possibility of constitutional challenges to the legislation — which soon thereafter became reality.
Deals where preferred stockholders come out whole while common stockholders end up with peanuts often end up with the common stockholders crying foul. Wei v. Levinson,(Del. Ch.; 6/25), is the latest example of that kind of case to make its way to the Chancery Court. The case arose out of Amazon’s $1.
Delaware law has long been the default option when it comes to the law governing acquisition agreements. However, with the Lone Star State making a full court pressto replace Delaware as the nation’s preferred jurisdiction of incorporation, parties to acquisition agreements may eventually face calls for their agreements to be governed by Texas law.
Michael Levin at The Activist Investor has been closely tracking US proxy contests since the universal proxy rules. He recently released these stats on the 2025 proxy season so far and committed to distributing weekly updates to his listserv through July.
The debate over the 2025 amendments to the Delaware General Corporation Law was the most heated in memory, and culminated in the adoption of broad safe harbors for transactions with controlling stockholders and other insiders, as well as language narrowing the information available pursuant to a stockholder books and records demand.
The March-April issue of the Deal Lawyers newsletter was just sent to the printer. It is also available online to members of DealLawyers.com who subscribe to the electronic format.
SRS Acquiom recently released the 2025 edition of its M&A Deal Terms Study. The study analyzes 2,200+ private-target acquisitions that closed between 2019 and 2024 where SRS Acquiom provided services, valued at $505 billion.
A recent Goodwin memo says that the amount of time required to complete major M&A transactions has risen across the globe, with the average time between signing and closing for $10+ billion mega deals rising by 66% in the US, 19% in Europe, and a staggering 125% in the Asia-Pacific region. timeframe.
With the uncertainties surrounding US tariff policies likely to continue for some time, parties to acquisition agreements need to determine how to allocate the risks associated with tariffs in those agreements. This recent BakerHostetler memo identifies possible approaches to that process.
This Sidley Enhanced Scrutiny blog discusses the Delaware Chancerys recent rare pre-discovery dismissal of an entire fairness claim in In re Skillsoft Stockholders Litigation (Del. Ch.; 2.25). The claim involved the acquisition of Codecademy by Skillsoft in November 2021, shortly after Skillsoft went public via de-SPAC. In the de-SPAC, Prosus acquired a 38.
Earlier this week in Siegel v. Morse (Del. Ch.; 4/25), the Chancery Court dismissed a stockholder challenge to a company’s recently amended advance notice bylaws as unripe — confirming that Delaware courts must be presented with a genuine dispute before undertaking an equitable review of a company’s bylaws.
I recently blogged about the interesting circumstances surrounding the buyer’s decision to try to get out of the deal at issue in the Delaware Chancery decision in Desktop Metal v. Nano Dimension (Del. Ch.; 3/25).
Ropes & Gray recently published a survey of trends in Private Equity mergers & acquisitions. One interesting development noted in the survey is the increasing use full equity backstops in PE deals.
I’m on record as not being a fan of letters of intent. That being said, a lot of clients are, and every deal lawyer needs to know their way around the barrel full of issues associated with them.
I recently blogged about the possibility of constitutional challenges to Delaware’s SB 21. That possibility became a reality last week with the filing of a complaint in a case captioned Plumbers & Fitters Local 295 Pension Fund v. DropBox.
WTW recently released the results of its 2024 Acquirers Incentive Plan Survey and reported that 56% of respondents provided special, one-time compensation to employees involved in M&A. But these companies typically did not formalize their approach to these special incentives through a policy or written guidelines. Only 16% reported that they had a policy.
After challenging years of post-Brexit CMA merger reviews, this Fried Frank article points to some promising trends for merger reviews in the UK in the last few months. With a renewed political focus on positioning the UK as open for business, the government has signalled an appetite to recalibrate the CMAs approach.
Some predicted the demise of SPACs after the new disclosure rules went effective last summer, but this Norton Rose Fulbright memo says companies looking to go public should be seriously considering a de-SPAC as a quicker, cost-effective way to go public during a limited IPO market.
Last week in Desktop Metal v. Nano Dimension (Del. Ch.; 3/25), Chancellor McCormick ordered the specific performance of a merger agreement — requiring a buyer that got cold feet to stop dragging its feet — as she puts it, “chalking up yet another victory for deal certainty!
On Tuesday, Delaware Gov. Matt Meyer signed SB 21 into law. The legislation amends Section 144 of the DGCL to, among other things, establish broad safe harbors for transactions with controlling stockholders and other insiders. It also significantly narrows the information available pursuant to a books & records demand under Section 220 of the DGCL.
As anyone who has been involved in an effort to sell a troubled company can tell you, it’s an extremely stressful process, particularly for members of the board who know that every decision they make is likely to be second-guessed by creditors and shareholders and closely scrutinized by a court.
The debate over Senate Bill 21 continues to rage on, while the legislation itself, which would amend the DGCL to provide a broad safe harbor for controlling stockholder transactions, is moving through the Delaware General Assembly at near warp speed.
Heres something I shared on Monday on TheCorporateCounsel.net: While Delawares SB 21 was the most hotly debated topic at Tulanes Corporate Law Institute earlier this month, there were also lots of great discussions surrounding shareholder activism and engagement.
Weve all seen the staggering statistic that one-third of all VC dollars invested in 2024 went to AI startups. AI is also a huge driving force behind M&A activity these days as companies look to use M&A to increase their AI capabilities.
Here’s the intro from a recent Milbank General Counsel Blog: Public companies would be well advised, on a lovely, clear day (in the Delaware sense), to update their advance notice bylaws.
Weve recently posted another episode of ourUnderstanding Activism with John & J.T. podcast. This time, J.T. Ho and I were joined by Garrett Muzikowski, Managing Director, M&A, Activism & Governance Advisory at FTI Consulting. We spoke with Garrett about recent developments and trends in activism.
Last week, the Delaware Bar’s Corporation Law Council offered some proposed revisions to SB 21, the controversial proposed amendments to the DGCL that would, among other things, provide a safe harbor for certain transactions involving a corporation and its controlling stockholder.
This recent Goodwin alert discusses two ongoing cases in the Bankruptcy Court in the District of Delaware,IdeanomicsandFirst Mode, that address bid protections that the bidder traditionally receives when it makes a binding stalking horse bid for the assets of a Chapter 11 debtor in anticipation of a 363 sale.
In late February, the White House issued the America First Investment Policy Memorandum. It previews future policy changes intended to counter threats to national security while preserving an open investment environment intended to ensure that artificial intelligence and other emerging technologies of the future are built, created, and grown right here in the United States.
H/Advisors Abernathy recently released its 5th annual report of pre-announcement leaks in M&A transactions. The report reviewed 509 transactions announced from January 2024 through December 2024 with $1 billion or larger in enterprise value.
Here’s something I posted on TheCorporateCounsel.net in February: In mid-December, the AICPA & CIMA held a conference where representatives from the SEC, FASB and PCAOB shared their views on various accounting, reporting, and auditing issues. BDO recently released this helpfulhighlights documentwith a few hidden gems for public company advisors.
With the new, more burdensome HSR rules now in effect, a recent Fried Frank memo offers some advice about the new rules that buyers and sellers need to take into account when negotiating a merger agreement.
A recent Risk Management Magazine article discusses AI-related risks in business acquisitions. The article addresses the need for buyers to understand the functionality of AI tools used in the target’s business, as well as approaches to identifying and assessing their risks. The article also discusses methods by which buyers may mitigate their risks.
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