Most M&A agreements include specific performance provisions that allow either party, under certain circumstances, to seek to have a court force the other party to comply with its contractual obligations. In M&A deals, a...more
The mergers & acquisitions market may wax and wane, but one thing in M&A is consistent from year to year: The Delaware courts issue opinions that impact M&A dealmaking. And this year is certainly no exception – Delaware...more
As discussed in a previous blog post, the US Court of Appeals for the Fifth Circuit issued a January 2023 decision that reversed the dismissal of a putative securities class action against Six Flags on the grounds that the...more
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On January 18, 2023, the Fifth Circuit unanimously reversed the Northern District of Texas’s dismissal of a securities class action contending that Six Flags and two of its executives misled investors by...more
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On May 19, 2022, a panel of the Ninth Circuit unanimously affirmed the district court’s dismissal of a putative securities fraud class action accusing Nektar Therapeutics and several of its executives of...more
Like US constitutional law, Delaware courts apply a tiered standard of judicial review to actions taken by the board of directors of corporations...more
As SPAC IPOs broke records – in both value and volume – in 2020 (and again in 2021), it was inevitable that stockholder litigation would follow. More than 50% of the SPACs that went public in 2020 and 2021 are incorporated in...more
Cooley litigators secured a victory in the US Court of Appeals for the Eighth Circuit for long-time client Meredith Corporation and four of its senior executives in a securities class action filed by a group of investors over...more
Special committees, by design, are created to address conflicts and to insulate the board of directors from liability for the very conflicts that may invite judicial scrutiny of the fairness of the board’s decision. A...more
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On August 25, 2021, the Second Circuit unanimously affirmed the lower court’s dismissal of a securities class action accusing Danske Bank and several of its former executives of downplaying a money-laundering...more
In a string of seminal decisions from 2017 through 2019 (DFC Global, Dell and Aruba), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give...more
Although its final episode aired more than a decade ago, there is still debate about the ending of HBO’s critically-acclaimed series, the Sopranos. In fact, as one critic notes, “the only objectively true statement that can...more
In Captain Phillips, a pirate hijacks a ship and turns to the captain and says (in what is an amazing improvised line) “Look at me, I’m the captain now.” While the comparisons between piracy and M&A will take us only so far,...more
On April 20, 2018, the Ninth Circuit ruled that shareholder claims for false or misleading tender offer disclosures under Section 14(e) of the Securities Exchange Act of 1934 require a mere showing of negligence, rather than...more
On December 14, 2017, the Delaware Supreme Court reversed and remanded the Court of Chancery's appraisal of the fair value of Dell Inc. The trial court's 2016 ruling, which found that a $25 billion management-led buyout...more