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Publication Date: 2023-10-16
Practice Area: Mergers and Acquisitions
Industry: Consumer Products | Manufacturing
Court: Court of Chancery
Judge: Vice Chancellor Slights
Attorneys: For plaintiff: Stephen C. Norman, Matthew F. Davis, Tyler J. Leavengood, Potter Anderson & Corroon LLP, Wilmington, DE; Elizabeth B. McCallum, Gilbert S. Keteltas, Carey S. Busen, Evan M. Mannering, Baker & Hostetler, LLP, Washington, D.C.; Jim W. Phillips, Jr., Kimberly M. Marston, Brooks, Pierce, McLendon, Humphrey & Leonard, LLP, Greensboro, NC; Charles E. Coble, Brooks, Pierce, McLendon, Humphrey & Leonard, LLP, Raleigh, NC for plaintiff.
for defendant: Gregory P. Williams, Rudolf Koch, Robert L. Burns, Matthew D. Perri, Richards, Layton & Finger, P.A., Wilmington, DE; Noel J. Francisco, C. Kevin Marshall, William D. Coglianese; Jones Day, Washington, D.C.; Stephanie E. Parker, Katrina L.S. Caseldine, Jones Day, Atlanta, GA; David B. Alden, Kevin P. Riddles; Jones Day, Cleveland, OH; Elli Leibenstein, Greenberg Traurig, LLP, Chicago, IL; Stephen L. Saxl, Greenberg Traurig, LLP, New York, NY; Andrea Shwayri Ferraro, Greenberg Traurig, P.A., West Palm Beach, FL for defendants.
Case Number: 2017-0129-LWW
Although seller was entitled to recover compensation for settlement payments it made based on post-closing sales of various acquired brands, trial was necessary to determine acquirers' entitlement to offsets and the availability of specific performance for future settlement payments.
Publication Date: 2023-10-16
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Judge Adams
Attorneys: For plaintiff: David E. Ross, Adam D. Gold, A. Gage Whirley, Ross Aronstam & Moritz, LLP, Wilmington, DE; Mark W. Premo-Hopkins, Katie Lencioni, Kirkland & Ellis, LLP, Chicago, IL for plaintiff.
for defendant: Henry E. Gallagher, Jr., Lauren DeLuca, Jarrett W. Horowitz, Connolly Gallagher, LLP, Wilmington, DE, Lazar P. Raynal, Melanie Burke, Tatum Ellis, King & Spalding, LLP, Chicago, IL for defendant.
Case Number: 2022-1149-MAA
Determining that the purchase agreement did not bar claims based on extra-contractual statements, the court declined to dismiss plaintiff's fraud claims concerning the purchase of defendant's company. The court also found that the detailed factual allegations contained in the complaint stated a claim for fraud and that fraud claims were not barred by the anti-bootstrapping rule.
Publication Date: 2023-08-14
Practice Area: Mergers and Acquisitions
Industry: Chemicals and Materials
Court: U.S. Court of Appeals for the Third Circuit
Judge: Judge Ambro
Attorneys: For plaintiff: Maureen Farrell, Adam T. Muery, Muery & Farrell, Austin, TX for appellants
for defendant: David J. Baldwin, Berger Harris, Wilmington, DE; Irving M. Geslewitz, Edward D. Shapiro, Much Law, Chicago, IL for appellees.
Case Number: 22-2181
District court erred in ordering arbitration where dispute resolution clause imposing narrow scope of review of solely factual issues during a short window of time indicated that the dispute resolution provision constituted an expert determination rather than an arbitration.
Publication Date: 2023-08-07
Practice Area: Mergers and Acquisitions
Industry: Health Care | Investments and Investment Advisory | Recruitment and Staffing
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Kenneth J. Nachbar, Alexandra M. Cumings, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Andrew Z. Schwartz, Euripides Dalmanieras, Christian A. Garcia, Foley Hoag LLP, Boston, MA for plaintiffs.
for defendant: Rudolf Koch, Travis S. Hunter, and Sara M. Metzler, Richards, Layton & Finger, P.A., Wilmington, DE; Motty Shulman, Centricity Law PLLC, New York, NY; Robin A. Henry, Fried, Frank, Harris, Shriver & Jacobson LLP, New York, NY for defendants.
Case Number: 2022-1113-SG
Although arbitral panel did not expressly address claims against one defendant in its award imposing joint and several liability against all defendants, that oversight did not rise to the level of significant error necessary to overturn an arbitration award where those theories of liability against the defendant were pled by claimants and thus before the panel for its consideration.
Publication Date: 2023-08-07
Practice Area: Mergers and Acquisitions
Industry: Federal Government | Food and Beverage | Manufacturing
Court: U.S. Court of Appeals for the Third Circuit
Judge: Judge Porter
Attorneys: For plaintiff: Jonathan S. Kanter, Doha Mekki, Maggie Goodlander, David B. Lawrence, Daniel E. Haar, Nikolai G. Levin, Peter M. Bozzo, Brian Hanna, Jonathan Y. Mincer, U.S. Department of Justice Antitrust Division, Washington, DC for plaintiff-appellant.
for defendant: Melissa Arbus Sherry, Amanda P. Reeves, Lindsey S. Champlin, David L. Johnson, Charles S. Dameron, Latham & Watkins LLP, Washington, DC; Lawrence E. Buterman, Latham & Watkins LLP, New York, NY; Christopher S. Yates, Latham & Watkins LLP, San Francisco, CA; Jack B. Blumenfeld, Brian P. Egan, Morris, Nichols, Arsht & Tunnell LLP, Wilmington, DE; Timothy G. Cameron, Peter T. Barbur, David R. Marriott, Daniel K. Zach, Michael K. Zaken, Lindsey J. Timlin, Hannah L. Dwyer, Cravath, Swaine & Moore LLP, New York, NY; Amanda L. Wait, Norton Rose Fulbright US LLP, Washington, DC; Kelly E. Farnan, Richards, Layton & Finger, P.A., Wilmington, DE; Peter J. Schwingler, Stinson LLP, Minneapolis, MN; Daniel K. Hogan, Hogan McDaniel, Wilmington, DE for defendant-appellees.
Case Number: 22-2806
Rather than employ the hypothetical monopolist test analysis for determining product market under Section 7 of the Clayton Act, the Third Circuit affirmed the District Court's analysis using the actual market for refined sugar as the product market definition.
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Publication Date: 2023-07-17
Practice Area: Mergers and Acquisitions
Industry: E-Commerce | Investments and Investment Advisory | Transportation
Court: Court of Chancery
Judge: Vice Chancellor Fioravanti
Attorneys: For plaintiff: Daniel A. Mason, Paul, Weiss, Rifkind, Wharton & Garrison LLP, Wilmington, DE; Bruce Birenboim, Jaren Janghorbani, Paul A. Paterson, Kristina A. Bunting, Jonathan C. Day, Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, NY for plaintiffs.
for defendant: Daniel M. Silver, Sarah E. Delia, Travis J. Ferguson, Shannon D. Humiston, McCarter & English, LLP for defendant.
Case Number: 2022-0690-PAF
Although parties entered binding acquisition agreement, buyer was not obligated to close where seller had yet to meet condition precedent to obtain agreements from all its stockholders to tender their equity.
Publication Date: 2023-07-17
Practice Area: Mergers and Acquisitions
Industry: Health Care | Investments and Investment Advisory | Legal Services
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: Ryan M. Ernst, Bielli & Klauder, LLC, Wilmington, DE; Michael A. Rogovin, Weiss Law, Atlanta, GA for plaintiff
for defendant: Paul J. Lockwood, Arthur R. Bookout, Skadden, Arps, Slate, Meagher & Flom LLP, Wilmington, DE for defendant.
Case Number: 2021-0202-KSJM
Supplemental proxy disclosures that were only marginally helpful to shareholders and were not clearly material to their analysis only supported a minimal award of legal fees and costs to plaintiff stockholder.
Publication Date: 2023-06-20
Practice Area: Mergers and Acquisitions
Industry: Automotive | Energy | Investments and Investment Advisory
Court: Delaware Supreme Court
Judge: Justice Valihura
Attorneys: For plaintiff: Jay W. Eisenhofer, Christine M. Mackintosh, Kelly L. Tucker, Vivek Upadhya, Grant & Eisenhofer P.A., Wilmington, DE; Michael Hanrahan, Kevin H. Davenport, Samuel L. Closic, Prickett, Jones & Elliott, P.A., Wilmington, DE; Daniel L. Berger, Grant & Eisenhofer P.A., New York, NY; Lee D. Rudy, Eric L. Zagar, Justice O. Reliford, Matthew Benedict, Kessler Topaz Meltzer & Check, LLP, Radnor, PA; Randall J. Baron, David T. Wissbroecker, Robbins Gellar Rudman & Dowd LLP, San Diego, CA for appellants.
for defendant: David E. Ross, Garrett B. Moritz, Ross Aronstam & Moritz LLP, Wilmington, DE; Evan R. Chesler, Daniel Slifkin, Vanessa A. Lavely, Cravath, Swaine & Moore LLP, New York, NY for appellee.
Case Number: 181, 2022
Chancery court correctly found acquisition of company partially owned by controlling stockholder was entirely fair where stockholder recused himself from shareholder vote, the board operated independently, and evidence demonstrated that the acquired company had value from long-term cash flows and was not worthless due to being insolvent.
Publication Date: 2023-06-13
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Fioravanti
Attorneys: For plaintiff: Blake Rohrbacher, Andrew L. Milam, Richards, Layton & Finger, P.A., Wilmington, DE; David Lackowitz, Alexandra Kolod, Moses & Singer LLP, New York, NY for plaintiff.
for defendant: Julia B. Klein, Klein LLC, Wilmington, DE; Justin S. Stern, Frigon Maher & Stern LLP, New York, NY; Francis G.X. Pileggi, Cheneise V. Wright, Lewis Brisbois Bisgaard & Smith LLP, Wilmington, DE for defendants.
Case Number: 2019-0408-PAF
Investor's fraudulent inducement claim failed where it was advised or had reason to know that a proposed operating agreement would be revised yet it never requested to see a copy of the final version before signing.
Publication Date: 2023-05-30
Practice Area: Mergers and Acquisitions
Industry: Software
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Joel Friedlander, Jeffrey M. Gorris, David Hahn, Friedlander & Gorris, P.A., Wilmington, DE; Randall J. Baron, David A. Knotts, Robbins Geller Rudman & Dowd LLP, San Diego, CA; Christopher H. Lyons, Robbins Geller Rudman & Dowd LLP, Nashville, TN; Gregory Del Gaizo, Robbins LLP, San Diego, CA for plaintiffs.
for defendant: Blake Rohrbacher, Susan M. Hannigan, Richards, Layton & Finger, P.A., Wilmington, DE; Elena C. Norman, Richard J. Thomas, Alberto E. Chávez, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Peter A. Wald, Latham & Watkins LLP, San Francisco, CA; Blair Connelly, Latham & Watkins LLP, New York, NY for defendants.
Case Number: 2017-0337-SG
Corporate founder who retained a quarter stake of the company and served as a director and officer did not attempt to use his influence to drive acquisition of another company in which he also held an interest, such that the board's appointment of a special committee to negotiate the acquisition meant that the transaction did not need to be reviewed under entire fairness.
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