Although the record-breaking deal activity of 2021 spilled over into 2022, headwinds in the first quarter developed into a significant slowdown during the rest of 2022, with an expectation of continued slowness as we enter...more
1/30/2023
/ Acquisitions ,
Buyers ,
Capital Markets ,
CFIUS ,
Coronavirus/COVID-19 ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Domestic Dealmaking ,
Environmental Social & Governance (ESG) ,
EU ,
Federal Trade Commission (FTC) ,
Financial Institutions ,
Financial Services Industry ,
Global Dealmaking ,
Investment ,
Investors ,
Mergers ,
Pharmaceutical Industry ,
Private Equity ,
Publicly-Traded Companies ,
Real Estate Market ,
Securities and Exchange Commission (SEC) ,
Sellers ,
Special Purpose Acquisition Companies (SPACs) ,
Technology
Bardy Diagnostics: Chancery confirms high bar for material adverse effect -
The Delaware Court of Chancery was once again required to determine whether a potential buyer should be relieved of its obligation to acquire a...more
Williams: Court of Chancery Finds Poison Pill Unenforceable -
In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more
7/30/2021
/ Acquisition Agreements ,
Acquisitions ,
Activist Investors ,
Board of Directors ,
Breach of Contract ,
Buyers ,
Coronavirus/COVID-19 ,
Corporate Counsel ,
Domestic Dealmaking ,
Earn-Outs ,
Global Dealmaking ,
Material Adverse Effects ,
Mergers ,
Motion to Dismiss ,
Poison Pill ,
Private Equity Firms ,
Purchase Agreement ,
Sellers ,
Shareholders
We focus on two H2 2019 rulings that could affect M&A transactions in the future.
Genuine Parts: Acceptance of termination fee does not prevent further remedies -
In September 2019, the Delaware Chancery Court refused to...more
2/19/2020
/ Acquisitions ,
Appeals ,
Attorney-Client Privilege ,
Breach of Contract ,
Choice-of-Law ,
Contract Drafting ,
Contract Terms ,
Corporate Counsel ,
Corporate Restructuring ,
Domestic Dealmaking ,
Exclusive Remedy ,
Merger Agreements ,
Merger Remedies ,
Mergers ,
Motion to Dismiss ,
Privileged Communication ,
Reorganizations ,
Sellers ,
Termination Clauses ,
Termination Fees
The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking -
Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case -
Rejecting the Chancery...more
8/12/2019
/ Acquisitions ,
Appeals ,
Appraisal ,
Attorney-Client Privilege ,
Business Judgment Rule ,
Business Valuations ,
Controlling Stockholders ,
Corporate Counsel ,
DE Supreme Court ,
Deal Price ,
Fair Market Value ,
Merger Agreements ,
Mergers ,
MFW ,
Minority Shareholders ,
Pre-Merger Filing Requirements ,
Privileged Communication ,
Publicly-Traded Companies ,
Reversal ,
Shareholders ,
Substantive Economic Negotiations ,
Synergies
In the second half of 2018, the Delaware courts once again produced decisions that will guide M&A transactions in the future.
Three cases affecting US M&A stood out in 2018....more
2/23/2019
/ Acquisitions ,
Appraisal Rights ,
Arm's Length Principle ,
Breach of Contract ,
Business Judgment Rule ,
Buyers ,
Contract Termination ,
Controlling Stockholders ,
DE Supreme Court ,
Deal Price ,
Discounted Cash Flow Valuations ,
Entire Fairness Standard ,
Fair Valuation ,
Material Adverse Effects ,
Merger Agreements ,
Mergers ,
Minority Shareholders ,
Representations and Warranties ,
Sellers ,
Shareholder Rights ,
Standard of Review ,
Void ab initio