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Publication Date: 2019-08-28
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: John L. Reed, DLA Piper LLP, Wilmington, DE for petitioner.
for defendant: Samuel A. Nolen, Richards, Layton & Finger, P.A., Wilmington, DE for respondent.
Case Number: D68680
Sophisticated stockholders could contractually waive statutory appraisal rights for a future transaction not yet contemplated where such waiver was expressly clear.
Publication Date: 2019-08-07
Practice Area: Mergers and Acquisitions
Industry: Health Care | Manufacturing
Court: Court of Chancery
Judge: Vice Chancellor McCormick
Attorneys: For plaintiff: John L. Reed, Matthew Denn and Peter H. Kyle, DLA Piper LLP (US), Wilmington, DE for plaintiff.
for defendant: Carl D. Neff and Kasey H. DeSantis, Fox Rothschild LLP, Wilmington, DE; Matthew C. Baltay, Foley Hoag LLP, Boston, MA for defendant.
Case Number: D68657
Defendant adequately stated a counterclaim for indemnification based on breaches of representations and warranties, but the court dismissed a counterclaim for indemnification based on losses which had not yet been incurred.
Publication Date: 2019-07-31
Practice Area: Mergers and Acquisitions
Industry: Consumer Products
Court: Court of Chancery
Judge: Vice Chancellor Slights
Attorneys: For plaintiff: Stuart M. Grant, Cynthia M. Calder, Kimberly A. Evans, Kelly L. Tucker and Vivek Upadhya, Grant & Eisenhofer P.A., Wil-mington, DE for petitioners.
for defendant: Srinivas M. Raju, Brock E. Czeschin, Robert L. Burns, Sarah A. Clark and Matthew W. Murphy, Richards, Layton & Finger, P.A., Wilmington, DE; Walter W. Davis, Michael J. McConnell and Robert A. Watts, Jones Day, Atlanta, GA for Jarden Cor-poration.
Case Number: D68650
In this statutory appraisal matter, the court made its own independent discounted cash flow analysis to arrive at the fair val-ue of petitioners' shares as of the merger date.
Publication Date: 2019-07-10
Practice Area: Mergers and Acquisitions
Industry: Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Slights
Attorneys: For plaintiff: John L. Reed, Matthew Denn, Peter H. Kyle, Robert M. Hoffman and James C. Bookhout, DLA Piper LLP, Wilmington, DE for plaintiffs.
for defendant: Daniel A. Mason, Brenda W. Sullivan, Jay Cohen and Daniel H. Levi, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wil-mington, DE and New York, NY; Kevin G. Abrams and J. Peter Shindel, Jr., Abrams & Bayliss LLP, Wilmington, DE for de-fendants.
Case Number: D68625
The disputed terms of a merger agreement were ambiguous, and plaintiffs adequately stated their claim for promissory es-toppel.
Publication Date: 2019-07-10
Practice Area: Mergers and Acquisitions
Industry: Energy | Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor McCormick
Attorneys: For plaintiff: Michael Hanrahan, Stephen D. Dargitz, Paul A. Fioravanti, Corinne Elise Amato, Kevin H. Davenport, and Eric J. Juray, Prickett, Hones & Elliott, P.A., Wilmington, DE; Michael C. Wagner, J. Daniel Albert, and Grant D. Goodhart, III, Kessler Topaz Meltzer & Check, LLP, Radnor, PA for plaintiff
for defendant: David J. Teklits and Thomas P. Will, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Mark Oakes, William Patrick Courtney, and Ryan Metzer, Norton Rose Fulbright US LLP, Austin, TX; Raymond J. DiCamillo, Brian F. Morris, and Sara C. Hunter, Richards, Layton & Finger, P.A., Wilmington, DE; Colin B. Davis, Gibson, Dunn & Crutcher LLP, Irvine CA; Mark H. Mixon, Jr., Gibson, Dunn & Crutcher LLP, New York, NY for defendants.
Case Number: D68624
Defendant's motion to dismiss complaint brought by stockholder of defendant's acquired company dismissed where stockholder had standing to enforce stockholder agreement that imposed standstill agreement identical to §203 protections upon defendant.
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Publication Date: 2019-07-10
Practice Area: Mergers and Acquisitions
Industry: Electronics | Investments and Investment Advisory
Court: Delaware Superior Court
Judge: Judge LeGrow
Attorneys: For plaintiff: Rafel Z. Zahralddin-Aravena, and Jonathan M. Stemerman, Elliott Greenleaf, P.C., Wilmington, DE; Lawrence M. Shapiro and Sybil L. Dunlop, Greene Espel PLLP, Minneapolis, MN for plaintiff
for defendant: Catherine A. Gaul, Ashby & Geddes, Wilmington, DE; John D. Alessio and Alex G. Brizolis, Procopio, Cory, Hargreaves & Savitch LLP, San Diego, CA; T. Brad Davy and Jonathan A. Choa, Potter Anderson & Corroon LLP, Wilmington, DE for defendants.
Case Number: D68622
Implied covenant and breach of contract claims failed where claimant failed to allege a contractual gap to be filled by the implied covenant and where the contract made indemnification the parties' sole remedy.
Publication Date: 2019-06-19
Practice Area: Mergers and Acquisitions
Industry: Aerospace | Investments and Investment Advisory | Legal Services
Court: Court of Chancery
Judge: Vice Chancellor McCormick
Attorneys: For plaintiff: Rudolf Koch, Susan M. Hannigan and Matthew W. Murphy, Richards, Layton & Finger, P.A., Wilmington, DE; Christopher F. Robertson and Alison K. Eggers, Seyfarth Shaw LLP, Boston, MA for plaintiff and third-party defendants.
for defendant: John P. DiTomo and Jarrett W. Horowitz, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Roberto M. Braceras, Adam Slutsky and Ezekiel L. Hill of Goodwin Procter LLP, Boston, MA for defendants.
Case Number: D68604
The parties' merger agreement contained a provision which preserved the attorney-client privilege regarding pre-merger communications between sellers and their attorney.
Publication Date: 2019-06-05
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory | Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor McCormick
Attorneys: For plaintiff: Rudolf Koch, Susan M. Hannigan and Matthew W. Murphy, Richards, Layton & Finger, P.A., Wilmington, DE; Christopher F. Robertson and Alison K. Eggers, Seyfarth Shaw LLP, Boston, MA for plaintiffs and third-party defendants
for defendant: John P. DiTomo and Jarrett W. Horowitz, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Roberto M. Braceras, Adam Slutsky and Ezekiel L. Hill, Goodwin Procter LLP, Boston, MA for defendants/third-party plaintiffs
Case Number: D68588
In this merger litigation, defendants named only some stockholders in their third-party complaint, but the court dismissed de-fendants' request for rescission because all of the stockholders were indispensable parties. Defendants' unjust enrichment claim survived a motion to dismiss.
Publication Date: 2019-05-22
Practice Area: Mergers and Acquisitions
Industry: Advertising | Investments and Investment Advisory | Software
Court: Court of Chancery
Judge: Vice Chancellor McCormick
Attorneys: For plaintiff: Marcus E. Montejo and John G. Day, Prickett, Jones & Elliott, P.A., Wilmington, DE for plaintiff.
for defendant: Rafael X. Zahralddin and Jonathan M. Stemerman, Elliott Greenleaf, P.C., Wilmington, DE for defendants.
Case Number: D68470
In this case involving a corporate merger, the company and its board were not entitled to judgment on the pleadings where they did not comply with statutory notice requirements regarding appraisal rights.
Publication Date: 2019-05-08
Practice Area: Mergers and Acquisitions
Industry:
Court: Delaware Superior Court
Judge: Judge Wallace
Attorneys: For plaintiff: Joel Friedlander, Christopher M. Foulds, and Christopher P. Quinn, Friedlander & Goris, P.A., Wilmington, DE; Andrew J. Wronski, Max B. Chester, and Andrew M. Meerkins, Foley & Lardner LLP, Milwaukee, WI for plaintiff.
for defendant: David S. Eagle and Sean M. Brennecke, Klehr Harrison Harvey Branzburg LLP, Wilmington, DE; William T. Hill and Gregory R. Sellers, Klehr Harrison Harvey Branzburg LLP, Philadelphia, PA for defendants.
Case Number: D68550
Purchaser was entitled to redemption of its equity pursuant to business purchase agreement where parties' agreement expressly and exclusively conditioned redemption on failure of future business conditions to manifest when those conditions did fail to manifest.
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