By Roy Strom | March 18, 2019
“Cravath's task was to lend a patina of integrity to a sham auction,” claims a lawsuit against the M&A powerhouse.
By Caroline Spiezio | March 12, 2019
Sen. Elizabeth Warren has proposed reversing previously approved mergers and acquisitions by tech giants. In-house counsel can spot red flags and alter or block deals before their company ends up in a subsidiary fire sale.
By Caroline Spiezio | March 11, 2019
Sen. Elizabeth Warren and Federal Trade Commission regulators have both proposed reversing previously approved mergers and acquisitions by tech giants. In-house counsel can spot red flags and alter or block deals before their company ends up in a subsidiary fire sale.
By Adam S. Katz and Ryan W. McNagny | March 8, 2019
In New York in particular, minority members of limited liability companies run the risk of being involuntarily cashed out of the company in a “freeze-out” merger or “midnight merger,” wherein a merger takes place in secrecy—proverbially overnight—without prior notice to the minority members.
By Thomas McThenia and Richard Markow, GrayRobinson | March 8, 2019
Like poorly-behaved school children, new technologies and intellectual property are increasingly disrupting the M&A establishment. Cybersecurity has become the latest disruptive newcomer to the M&A party.
New York Law Journal | Analysis
By Robert Malionek and Jon Weichselbaum | March 5, 2019
While parties to large purchase or merger transactions typically include material adverse effect (MAE) clauses in their agreements, there is little in the law for what establishes a “material adverse effect.” Parties to such transactions can find some guidance from the recent decision in 'Akorn v. Fresenius Kabi AG', which marked the first Delaware state court case to uphold a buyer's right to terminate a merger agreement on the basis of an MAE.
By Catherine Wilson | March 5, 2019
Lorne Cantor and Evan Kanter expand Jones Day's Miami office, arriving as partners in the mergers and acquisitions practice.
Legaltech News | Expert Opinion
By Jennifer DeTrani, Nisos | March 4, 2019
Don't let a dangerous stranger beat you at your own game when your company acquires or merges with another. Always conduct cyber diligence to mitigate risk before the deal is done.
The Legal Intelligencer | Commentary
By Robert L. Hickok, Jay A. Dubow and Erica Hall Dressler | February 28, 2019
On Jan. 4, 2019, the U.S. Supreme Court granted certiorari in the matter, Emulex v. Varjabedian. A ruling by the Supreme Court will likely resolve a circuit split regarding the pleading standard for claims brought under Section 14(e) of the Securities Exchange Act of 1934 that was created by the U.S. Court of Appeals for the Ninth Circuit's decision in April 2018.
By Scott Flaherty | February 28, 2019
Arquit, a former antitrust practice leader at both Weil and Simpson Thacher, said he's long maintained a friendship with Kasowitz Benson Torres founder Marc Kasowitz.
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