M & A Law Prof Blog
https://lawprofessors.typepad.com/mergers/
A Member of the Law Professor Blogs Networken-US2021-07-19T12:37:50-07:00Robinhood goes public
https://lawprofessors.typepad.com/mergers/2021/07/robinhood-goes-public.html
Robinhood just filed its S-1, proposing to raise $2 bn on a $35 bn valuation. Robinhood is continuing what has become de rigueur by now - a dual class structure that ensures the founders will control the company once it...Takeover DefensesCorporateAcquisitions MergerLawBlogger2021-07-19T12:37:50-07:00Prejudiced in the extreme...
https://lawprofessors.typepad.com/mergers/2020/08/prejudiced-in-the-extreme.html
OK, the summer, if you can call being locked in one's home since March the "summer", is winding down and I'm starting to think about the school year again. Just in time for that, there's another of Rick Climan and...Merger AgreementsCorporateAcquisitions MergerLawBlogger2020-08-07T08:03:00-07:00CFP: AALS Transactional Law Section
https://lawprofessors.typepad.com/mergers/2020/06/cfp-aals-transactional-law-section.html
Here's the annual call for papers from the AALS Transactional Law Section: The AALS Section on Transactional Law and Skills is pleased to announce a program titled The New Public Interest in Private Markets: Transactional Innovation for Promoting Inclusion during...Conference AnnouncementsCorporateAcquisitions MergerLawBlogger2020-06-17T15:10:11-07:00Walk Rights Tutorial
https://lawprofessors.typepad.com/mergers/2020/01/walk-rights-.html
What do to when you contract to buy a "Tesla" but end up with a "Chevy Volt"? Rick Climan and Keith Flaum offer up another in their mock negotiations. This one deals with walk rights in the accuracy of representations...CorporateAcquisitions MergerLawBlogger2020-01-22T08:32:01-08:00The Shadow Pill is a Powerful Thing
https://lawprofessors.typepad.com/mergers/2019/11/the-shadow-pill-is-a-powerful-thing.html
You've likely seen that Xerox is has been making sounds about acquiring HP. Last week HP rejected Xerox's unsolicited $33 billion to acquire it in a letter that characterized the offer as significantly undervaluing the company. While it left the...HostilesTakeover DefensesTender OfferCorporateAcquisitions MergerLawBlogger2019-11-26T11:39:25-08:00More on corporate purpose
https://lawprofessors.typepad.com/mergers/2019/11/more-on-corporate-purpose.html
Prof. Tsuk-Mitchell posted her new paper on corporate purpose, From Dodge to eBay: The Elusive Corporate Purpose. Here's the abstract: This article examines the history of the law of corporate purpose. I argue that the seemingly conflicting visions of corporate...CorporateAcquisitions MergerLawBlogger2019-11-20T06:05:00-08:00Boeing faces good faith claim
https://lawprofessors.typepad.com/mergers/2019/11/boeing-faces-good-faith-claim.html
Following on the heels of Marchand and Clovis Oncology, there now looks like a viable path for good faith claims - at least through a 23.1 motion to dismiss. Successful claims had been as rare as "Nessie", but in the...CorporateAcquisitions MergerLawBlogger2019-11-19T05:24:39-08:00Consequential Damages and Buyer Power
https://lawprofessors.typepad.com/mergers/2019/07/consequential-damages-and-buyer-power.html
Here's another in a line of useful cartoons on merger agreement provisions - this time on carveouts for Consequential Damages. The cartoon also takes the opportunity to describe the "buyer power ratio" recently developed by the ABA Business Law Section...CorporateAcquisitions MergerLawBlogger2019-07-23T08:58:34-07:00Does Revlon Matter?
https://lawprofessors.typepad.com/mergers/2019/07/does-revlon-matter.html
A star-studded line-up of law profs got together to try to answer this question. Does Revlon Matter? An Empirical and Theoretical Study (Cain, Davidoff-Solomon, Griffith, and Jackson) recently posted to SSRN. Since it came down in 1986, many have tried...DelawareTakeoversCorporateAcquisitions MergerLawBlogger2019-07-16T08:29:01-07:00Griffith on Reps/Warranties Insurance
https://lawprofessors.typepad.com/mergers/2019/06/griffith-on-repswarranties-insurance.html
Here's a new paper by Sean Griffith, Deal Insurance: Representation & Warranty Insurance in M&A Contracting: Abstract: Efficient contracting depends upon imposing risk on the party with superior access to information. Yet the parties in mergers and acquisitions transactions now...CorporateAcquisitions MergerLawBlogger2019-06-27T07:50:09-07:00Residuals Clauses in NDAs
https://lawprofessors.typepad.com/mergers/2019/06/residuals-clauses-in-ndas.html
Another in a series of very helpful cartoons from our friends at the Hogan Lovells M&A team on the use of 'residuals' clauses in nondisclosure agreements. The explanation of how they work here is very clear. Residuals clauses are just...Merger AgreementsCorporateAcquisitions MergerLawBlogger2019-06-25T04:11:30-07:00Call for papers: Corporate & Securities Litigation Workshop
https://lawprofessors.typepad.com/mergers/2019/02/call-for-papers-corporate-securities-litigation-workshop.html
Call for papers from the Corp & Securities Litigation Workshop. This has grown into quite an annual scholarly event: Corporate & Securities Litigation Workshop: Call for Papers Boston University School of Law, in conjunction with the University of Illinois College...LitigationCorporateAcquisitions MergerLawBlogger2019-02-27T08:53:07-08:00Corwin, not a 'get out of jail free' card
https://lawprofessors.typepad.com/mergers/2018/11/corwin-not-a-get-out-of-jail-free-card.html
I've seen some hand-wringing among my fellow corporate law scholars that Corwin represents some sort of free pass for bad directors in the context of a sale - a 'get out of jail free' card as it were. Last week...CasesMergersCorporateAcquisitions MergerLawBlogger2018-11-26T09:06:29-08:00251(h) mergers, what are they called anyway?
https://lawprofessors.typepad.com/mergers/2018/11/251h-mergers-what-are-they-called-anyway.html
Ever since Delaware adopted ยง251(h) to deal with the percolating top-up option issue ('you're going to issue how many shares?!'), there has been a small, but nagging issue. What do we call this new kind of merger. Well, lawyers aren't...Tender OfferCorporateAcquisitions MergerLawBlogger2018-11-19T09:56:29-08:00Mandatory shareholder arbitration being considered by SEC ... again?
https://lawprofessors.typepad.com/mergers/2018/11/shareholder-arbitrationagain.html
Apparently the whole issue of mandatory arbitration of shareholder disputes has begun to percolate again. The issue is whether the SEC should permit registration statements to go effective with mandatory shareholder arbitration provisions in their corporate charters. This had been...CorporateLitigationMiscellaneous Regulatory ClearancesSECCorporateAcquisitions MergerLawBlogger2018-11-16T16:28:24-08:00Moar MACs Pleez
https://lawprofessors.typepad.com/mergers/2018/10/moar-macs-pleez.html
Ok, so Akorn has attracted a lot of attention - as it should. It's the first ever MAC seen in the wild. Of course, the Chancery opinion is going to get appealed, so it's not the last word on the...Material Adverse Change ClausesCorporateAcquisitions MergerLawBlogger2018-10-22T07:46:05-07:00A MAC, a MAC!!
https://lawprofessors.typepad.com/mergers/2018/10/a-mac-a-mac.html
Sorry, catching up. It's a 247 page opinion for Chrissakes! It takes a guy some time to read that and the footnotes! What?! 800 plus footnotes? What are we doing here? Anyway, as this case is no doubt going up...Material Adverse Change ClausesCorporateAcquisitions MergerLawBlogger2018-10-10T15:33:00-07:00What does ab initio mean anyway?
https://lawprofessors.typepad.com/mergers/2018/10/what-does-ab-inito-mean-anyway.html
Since Kahn v. M&F Worldwide there have been a series of challenges to the application of the business judgment presumption in the context of controller squeezeout transactions. The crux of these challenges was M&F's ab initio requirement. You'll remember that...DelawareLitigationCorporateAcquisitions MergerLawBlogger2018-10-10T06:15:46-07:00Two new Vice Chancellors for Chancery
https://lawprofessors.typepad.com/mergers/2018/09/two-new-vice-chancellors-for-chancery.html
Today, Gov Carney nominated Morgan Zurn and Katherine McCormick to fill the newly created vacancies in the Delaware Chancery Court. This will expand the number of chancellors from five to seven. A few years ago, the Chancery Court was often...DelawareCorporateAcquisitions MergerLawBlogger2018-09-20T15:07:59-07:00MAE Claim in Chancery
https://lawprofessors.typepad.com/mergers/2018/09/mae-claim-in-chancery.html
Earlier this week, Channel Medsystems sued Boston Scientific (complaint: Medsystems) over Boston Scientific's termination of their merger agreement. Boston Scientific claimed a MAE as the reason to scuttle the deal - in this case it was the apparent embezzlement of...Material Adverse Change ClausesCorporateAcquisitions MergerLawBlogger2018-09-19T13:07:55-07:00