Gail Weinstein

March 21, 2024 | New York Law Journal

This article lays out practice points in response to the Delaware Court of Chancery's recent decision in In Ap-Fonden v. Activision, which opens a new frontier for challenging a board's process in approving mergers. It discusses the significance the decision has on the merger agreement processes as well as what practitioners should consider moving forward as they navigate this decision.

By Gail Weinstein, Philip Richter and Warren de Wied

18 minute read

October 15, 2021 | New York Law Journal

The COVID-19 pandemic has served as a dramatic reminder that extraordinary events that affect acquirers and target companies can arise between the signing and closing of a merger agreement.

By Gail Weinstein and David A. Cooperstein

12 minute read

December 05, 2019 | New York Law Journal

Shareholder activism has evolved to be a prominent, and almost certainly permanent, feature of the corporate landscape. As we approach the end of 2019, the maturity of the activism market in the United States is reflected not only in overall activity levels, but also in the infrequency of protracted public campaigns.

By Warren de Wied and Gail Weinstein

8 minute read

October 26, 2018 | New York Law Journal

The seminal 'MFW' decision, in 2014, ushered in an era of even further expanded deference. MFW provides a pathway for early dismissal of challenges to M&A transactions under the business judgment rule standard of review even in the context of a transaction between a corporation and its controlling shareholder. Prior to 'MFW', the more stringent entire fairness standard of review has been applicable in this context.

By Gail Weinstein, Robert C. Schwenkel and Brian T. Mangino.

12 minute read

November 06, 2017 | New York Law Journal

Gail Weinstein, Arthur Fleischer Jr., Philip Richter and Steven Epstein write: After three decades of evolution of an analytical framework for judicial review of board decisions relating to merger and acquisition transactions, the Delaware courts have, in just the last few years, radically transformed M&A law.

By Gail Weinstein, Arthur Fleischer Jr., Philip Richter and Steven Epstein

20 minute read

October 31, 2016 | New York Law Journal

Gail Weinstein, Christopher Ewan and Steven J. Steinman of Fried, Frank, Harris, Shriver & Jacobson write: The result in an appraisal proceeding is, broadly speaking, predictable—notwithstanding a widespread perception that appraisal results are highly uncertain (as well as a number of important issues that remain open with respect to appraisal jurisprudence).

By Gail Weinstein, Christopher Ewan and Steven J. Steinman

22 minute read