Corporate and M&A: Updates

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  • Delaware Supreme Court Affirms Chancery Court Ruling in The Williams Companies v. ETE Published on March 29, 2017 Legal update: archive

    The Delaware Supreme Court affirmed the Court of Chancery ruling in The Williams Companies, Inc. v. Energy Transfer Equity, L.P. despite finding that the Chancery Court erred in holding that Energy Transfer Equity, L.P. (ETE) did not breach its covenant to exert commercially reasonable efforts to obtain an opinion from its tax counsel. In a 4-1 split decision, the Supreme Court deferred to the Delaware Chancery Court's findings of fact that any alleged breach of the efforts covenant did not materially contribute to the failure of ETE's tax counsel to deliver its opinion (and thereby the failure of the tax condition contained in the merger agreement).

  • Delaware Supreme Court Affirms Chancery Court "Comstock" Decision But Remains Silent on Corwin Effect on Conflicted-Director Transactions Published on March 23, 2017 Legal update: archive

    The Delaware Supreme Court affirmed the Chancery Court's 2016 decision in City of Miami General Employees v. Comstock. The Supreme Court's order, however, does not address whether a fully informed and uncoerced vote of the disinterested stockholders cleanses the conduct of a conflicted board. This silence leaves open the question of whether the Corwin cleansing effect of a fully informed, uncoerced vote extends to duty of loyalty claims involving conflicted directors.

  • What's Market Public Merger Activity for the Week Ending March 24, 2017 Published on March 23, 2017 Legal update: archive

    A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Private Acquisition Agreements for the Week Ending March 24, 2017 Published on March 23, 2017 Legal update: archive

    A list of private acquisition agreement summaries recently published by What's Market. What's Market provides a continuously updated database of private acquisition agreements that allows you to analyze and compare negotiated terms, including escrow and indemnification provisions, across multiple deals. What's Market also contains links to the underlying public documents.

  • 2017 DGCL Proposed Amendments on Blockchain Recordkeeping, Written Consents, Merger Provisions, Interested Stockholder Opt-Out, and Annual Reports Published on March 16, 2017 Legal update: archive

    The Council of the Corporation Law Section of the Delaware State Bar Association has released its proposed 2017 amendments to the DGCL and other related statutory provisions.

  • What's Market Private Acquisition Agreements for the Week Ending March 17, 2017 Published on March 16, 2017 Legal update: archive

    A list of private acquisition agreement summaries recently published by What's Market. What's Market provides a continuously updated database of private acquisition agreements that allows you to analyze and compare negotiated terms, including escrow and indemnification provisions, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Public Merger Activity for the Week Ending March 17, 2017 Published on March 16, 2017 Legal update: archive

    A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Private Acquisition Agreements for the Week Ending March 10, 2017 Published on March 09, 2017 Legal update: archive

    A list of private acquisition agreement summaries recently published by What's Market. What's Market provides a continuously updated database of private acquisition agreements that allows you to analyze and compare negotiated terms, including escrow and indemnification provisions, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Public Merger Activity for the Week Ending March 10, 2017 Published on March 09, 2017 Legal update: archive

    A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Public Merger Activity for the Week Ending March 3, 2017 Published on March 02, 2017 Legal update: archive

    A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Private Acquisition Agreements for the Week Ending March 3, 2017 Published on March 02, 2017 Legal update: archive

    A list of private acquisition agreement summaries recently published by What's Market. What's Market provides a continuously updated database of private acquisition agreements that allows you to analyze and compare negotiated terms, including escrow and indemnification provisions, across multiple deals. What's Market also contains links to the underlying public documents.

  • US v. Anthem: Key Takeaways of the Anthem-Cigna Opinion and Next Steps in Delaware Published on February 23, 2017 Legal update: archive

    On February 8, 2017, the US District Court for the District of Columbia enjoined the proposed merger between Anthem, Inc. and Cigna Corp, the country's second and third largest health insurers. This Legal Update provides an overview of the court's findings and key takeaways and a summary of the parties' positions in their ensuing litigation in Delaware.

  • What's Market Public Merger Activity for the Week Ending February 24, 2017 Published on February 23, 2017 Legal update: archive

    A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Private Acquisition Agreements for the Week Ending February 24, 2017 Published on February 23, 2017 Legal update: archive

    A list of private acquisition agreement summaries recently published by What's Market. What's Market provides a continuously updated database of private acquisition agreements that allows you to analyze and compare negotiated terms, including escrow and indemnification provisions, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Private Acquisition Agreements for the Week Ending February 17, 2017 Published on February 16, 2017 Legal update: archive

    A list of private acquisition agreement summaries recently published by What's Market. What's Market provides a continuously updated database of private acquisition agreements that allows you to analyze and compare negotiated terms, including escrow and indemnification provisions, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Public Merger Activity for the Week Ending February 17, 2017 Published on February 16, 2017 Legal update: archive

    A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

  • Delaware Supreme Court Affirms Chancery Court "Volcano" Decision Extending Business Judgment Rule to Tender Offers Published on February 16, 2017 Legal update: archive

    The Delaware Supreme Court affirmed the Court of Chancery's 2016 decision in Volcano. The affirmance establishes that the Corwin rule—which applies the presumptions of the business judgment rule to transactions ordinarily subject to enhanced scrutiny if the disinterested stockholders approve the transaction in an informed, uncoerced vote—applies equally to transactions structured as front-end tender offers when a majority of the disinterested stockholders' shares are tendered into the offer.

  • What's Market Private Acquisition Agreements for the Week Ending February 10, 2017 Published on February 09, 2017 Legal update: archive

    A list of private acquisition agreement summaries recently published by What's Market. What's Market provides a continuously updated database of private acquisition agreements that allows you to analyze and compare negotiated terms, including escrow and indemnification provisions, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Public Merger Activity for the Week Ending February 10, 2017 Published on February 09, 2017 Legal update: archive

    A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

  • New York Appellate Court Describes New Standard for Disclosure-Only Settlements in New York Published on February 07, 2017 Legal update: archive

    A New York appellate court approved a settlement in the litigation brought over Verizon Communications, Inc.'s purchase of its former partner Vodafone Group PLC's stake in their joint venture Verizon Wireless. The appellate court overturned the decision of the lower court, which had rejected the proposed settlement, and revised the standard for approving nonmonetary settlements in shareholder class actions.

  • What's Market Public Merger Activity for the Week Ending February 3, 2017 Published on February 02, 2017 Legal update: archive

    A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

  • What's Market Public Merger Activity for the Week Ending January 27, 2017 Published on January 26, 2017 Legal update: archive

    A list of recently filed public merger agreements as tracked by What's Market. What's Market provides a continuously updated database of public merger agreements that allows you to analyze and compare negotiated terms, including break-up and reverse break-up fees, across multiple deals. What's Market also contains links to the underlying public documents.

  • Allergan Agrees to $15 Million Fine for Failure to Disclose Merger Negotiations During Hostile Bid Published on January 26, 2017 Legal update: archive

    The SEC announced a settlement with Allergan, Inc., pursuant to which Allergan would pay a $15 million fine and acknowledge its failure to update its Schedule 14D-9 to disclose the merger negotiations it had begun with Actavis plc and another company while fending off a hostile bid from Valeant Pharmaceuticals International Inc.

  • What's Market Private Acquisition Agreements for the Week Ending January 27, 2017 Published on January 26, 2017 Legal update: archive

    A list of private acquisition agreement summaries recently published by What's Market. What's Market provides a continuously updated database of private acquisition agreements that allows you to analyze and compare negotiated terms, including escrow and indemnification provisions, across multiple deals. What's Market also contains links to the underlying public documents.

  • IRS Issues FATCA and Chapter 3 Withholding Tax Regulations Published on January 20, 2017 Legal update: archive

    The IRS issued final, temporary and proposed Treasury regulations under the Foreign Account Tax Compliance Act (FATCA) and Chapter 3 withholding tax rules.

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