M & A Law Prof Blogtag:typepad.com,2003:weblog-12849542013-06-14T03:25:00-07:00A Member of the Law Professor Blogs NetworkTypePadMALawProfBloghttp://feedburner.google.comSubscribe with My Yahoo!Subscribe with NewsGatorSubscribe with My AOLSubscribe with BloglinesSubscribe with NetvibesSubscribe with GoogleSubscribe with PageflakesTee'ing up the Google litigationtag:typepad.com,2003:post-6a00d8341bfae553ef0191034f6a13970c2013-06-14T03:25:00-07:002013-06-14T12:05:28-07:00Next week (Tuesday) we'll hear arguments in the Google shareholder litigation (Complaint). Shareholders are challenging a recapitalization plan that would have Google issue a new series of shares, Series C, that would have no voting rights. Google intends to use...CorporateAcquisitions MergerLawBloggerUse restrictions in confidentiality agreementstag:typepad.com,2003:post-6a00d8341bfae553ef01901d58899e970b2013-06-13T11:28:31-07:002013-06-13T11:28:56-07:00OK, Rick and Keith again - this time negotiating use restrictions in confidentiality agreements. In this video, they take up the question that tripped up the parties in Martin Marietta v Vulcan - the limits on the use of confidential...CorporateAcquisitions MergerLawBloggerCivil penalty for Revlontag:typepad.com,2003:post-6a00d8341bfae553ef0191034d75af970c2013-06-13T08:58:31-07:002013-06-13T08:58:31-07:00The SEC has just imposed an $850,000 civil penalty on Revlon for misleading disclosures in the run up to its going-private transaction that were the subject of litigation (2009-2010) before the Chancery Court. Vice Chancellor Laster's opinion in In re...CorporateAcquisitions MergerLawBloggerFight over mandatory shareholder arbitrationtag:typepad.com,2003:post-6a00d8341bfae553ef0191034563ae970c2013-06-12T12:37:30-07:002013-06-12T12:37:30-07:00Allison Frankel reports on developments in the fight over the mandatory shareholder arbitration bylaw adopted by the board of Commonwealth. She points to a law professor filing in opposition to the bylaw. The 11 law professors argue that access to...CorporateAcquisitions MergerLawBloggerStrine Interviewtag:typepad.com,2003:post-6a00d8341bfae553ef01901d4cdc6d970b2013-06-12T06:30:40-07:002013-06-12T06:30:40-07:00The Corporate Counsel just published an interview with Chancellor Strine. Some of it is Delaware boosterism - no surprise. But, there are a number of useful tidbits. First, Strine gives examples of what he believes are the two most important...CorporateAcquisitions MergerLawBloggerDole CEO looking for BJRtag:typepad.com,2003:post-6a00d8341bfae553ef019103392f51970c2013-06-11T07:15:32-07:002013-06-11T07:21:17-07:00So it looks like David Murdock, Dole's CEO and 40% shareholder, is putting in an offer to take Dole Foods private at $12/share. According to the WSJ, this offer is subject to two conditions: 1) that a najority of the...CorporateAcquisitions MergerLawBloggerFB bites idiot inside trader in asstag:typepad.com,2003:post-6a00d8341bfae553ef0192aacfdf87970d2013-06-06T10:40:47-07:002013-06-06T10:41:30-07:00This came across the Twitter-machine while I was sitting in the 8th Annual Carroll School Finance Conference this morning: The Securities and Exchange Commission today announced an emergency court order to freeze the assets of a trader in Bangkok, Thailand,...CorporateAcquisitions MergerLawBloggerMore stock for Delltag:typepad.com,2003:post-6a00d8341bfae553ef0192aab89675970d2013-06-04T07:57:39-07:002013-06-04T07:57:39-07:00Paul Hodgson at Forbes questions the Dell board's reasoning behind issuing Michael Dell more stock as part of his new compensation package. He has a point. The reason we might like stock compensation for managers is that we believe that...CorporateAcquisitions MergerLawBloggerAgents and authoritytag:typepad.com,2003:post-6a00d8341bfae553ef0192aab77429970d2013-06-04T05:48:45-07:002013-06-04T05:48:45-07:00Any of my students from my basic corporations class will tell you that I spend an inordinate amount of time at the beginning of every semester on issues of agency. Agency is a course that has fallen out of fashion...CorporateAcquisitions MergerLawBloggerLaw firm memos on MFW Shareholders Litigationtag:typepad.com,2003:post-6a00d8341bfae553ef01901cf2b556970b2013-06-03T14:55:02-07:002013-06-05T08:44:31-07:00[Updated] Here are a handful of law firm memos on the MFW Shareholders Litigation (in which the Delaware Court of Chancery held that the Business Judgment Rule applied to a freeze-out merger that was conditioned on the approval of both...CorporateAcquisitions MergerLawBloggerRube Goldberg and the indemnification provisiontag:typepad.com,2003:post-6a00d8341bfae553ef0192aa8c06d1970d2013-05-31T06:41:12-07:002013-05-31T06:46:58-07:00I received a couple of emails from readers who enjoyed the previous youtube clip of highlighting issues related to sandbagging (Like the cat that ate the canary) in merger agreements. Now, here's another one - consider it free/fun CLE (especially...CorporateAcquisitions MergerLawBloggerNetSpend: Interesting Insights on Revlon Process, “Don’t Ask, Don’t Waive” Standstills & Fairness Opinionstag:typepad.com,2003:post-6a00d8341bfae553ef019102b9aefc970c2013-05-30T09:04:26-07:002013-05-30T09:04:26-07:00The Delaware Chancery court's recent decision in Koehler v. NetSpend Holdings Inc. is worth a read for deal planners. Vice Chancellor Glasscock criticized the board's Revlon process, stating: The Plaintiff has demonstrated that a reasonable likelihood exists that the sales...CorporateAcquisitions MergerLawBloggerChallenges to the Smithfield transactiontag:typepad.com,2003:post-6a00d8341bfae553ef019102b8af69970c2013-05-30T06:59:50-07:002013-05-30T06:59:50-07:00File this one under miscellaneous regulatory approval. It's likely that the Smithfield acquisition by Shuanghui International is going to get pretty intensive review by a Congress. No big surprise there. Congress has regularly used large Chinese acquisitions to make political...CorporateAcquisitions MergerLawBloggerStrine revisits Kahn v Lynch and the unified standardtag:typepad.com,2003:post-6a00d8341bfae553ef01901cc2500a970b2013-05-30T06:34:27-07:002013-05-30T06:34:27-07:00Chancellor Strine broke some new ground with respect to the question of what is the approrpriate standard of review in a going provate transaction with a controller. This issue has been percolating around for for some years and has gone...CorporateAcquisitions MergerLawBlogger'Like the cat that ate the canary...'tag:typepad.com,2003:post-6a00d8341bfae553ef0192aa3a4f2c970d2013-05-23T05:31:41-07:002013-05-23T05:32:33-07:00Some of you may have already participated in one of Rick Climan's well known mock negotiations already. If you haven't - or even if you have - Weil has released a number of them with accompanying animations. They are a...CorporateAcquisitions MergerLawBloggerDelaware arbitration argumentstag:typepad.com,2003:post-6a00d8341bfae553ef019102573398970c2013-05-20T06:35:22-07:002013-05-20T06:56:51-07:00In case you missed it, you can listen to last week's arguments before a panel of the Third Circuit online. Here is the audio file. -bjmq Update ... starting to think that Federal judicial vacancies has risen to crisis levels...CorporateAcquisitions MergerLawBloggerDelaware arbitration updatetag:typepad.com,2003:post-6a00d8341bfae553ef017eeb448ece970d2013-05-17T07:16:00-07:002013-05-17T07:16:00-07:00As I noted yesterday, the Delaware Coalition for Open Government and the Chancery Court were before a panel of the Third Circuit arguing the merits of Delaware's arbitration procedure. Tom Hals of Reuters was there and he thinks the Chancery...CorporateAcquisitions MergerLawBloggerDelaware Arbitration in front of Third Circuit today tag:typepad.com,2003:post-6a00d8341bfae553ef017eeb3c03e9970d2013-05-16T05:35:06-07:002013-05-16T05:35:47-07:00The question of the constitutionality of Delaware's Chancery arbitration program is before the Third Circuit today. I think my position on this program is pretty clear -- I'm for openness. See here for past posts on the topic. I've got...CorporateAcquisitions MergerLawBloggerWeil, Gotshal 2012 survey of sponsor-backed going private transactionstag:typepad.com,2003:post-6a00d8341bfae553ef01901c39a27f970b2013-05-15T17:50:09-07:002013-05-15T17:50:09-07:00Weil, Gotshal & Manges recently published its sixth survey of sponsor-backed going private transactions, which analyzes and summarizes the material transaction terms of going private transactions involving a private equity sponsor in the United States, Europe, and Asia-Pacific. (We covered...CorporateAcquisitions MergerLawBloggerGilson on unbiased takeover lawstag:typepad.com,2003:post-6a00d8341bfae553ef01901c1f9dcc970b2013-05-13T05:26:47-07:002013-05-13T05:26:47-07:00Gilson, Enriques, and Pacces have a new paper in which they propose a neutral takeover regime for the EU. Rather than adopt a director centered approach (as in Delaware) or a shareholder centered approach (as in the UK), Gilson and...CorporateAcquisitions MergerLawBlogger