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Corporate & Securities Law

DealLawyers.com Blog

Contributions from the M&A community.
By Broc Romanek

Post Frequency: 0.9/day

Last Entry: July 13, 2009 at 09:35:07

Ninth Circuit Limits Survival Clause in Deal Governed by California Law

Posted on September 18, 2008
Ninth Circuit Limits Survival Clause in Deal Governed by California Law As noted in this memo, in what the court described as "an issue of first impression" - in Western Filter Corporation v. Argan (CD Cal.; 8/08) - the Ninth...

RiskMetrics Begins Advising on Tender Offers

Posted on September 16, 2008
RiskMetrics Begins Advising on Tender Offers Last Friday, RiskMetrics' ISS Division broke with tradition and advised its clients not to tender Longs Drug Stores' shares into CVS' tender offer. Historically, RiskMetrics has only made recommendations on shareholder votes and left...

The Original Go-Shop?

Posted on September 15, 2008
The Original Go-Shop? Here is a guest blog from Steven Haas of Hunton & Williams: Travis Laster and I recently co-authored an article in the July 2008 issue of Insights entitled "Relearning M&A Lessons: A Reprise of the 1980s." The...

Delaware Chancellor Dismisses Claim that Directors Sold Subsidiary in Bad Faith

Posted on September 12, 2008
Delaware Chancellor Dismisses Claim that Directors Sold Subsidiary in Bad Faith From Travis Laster: In McPadden v. Sidhu, Delaware Chancellor Chandler recently granted a motion to dismiss claims against the outside directors of i2 Corporation for allegedly selling a significant...

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Interview with Delaware Chief Justice Steele

Posted on September 10, 2008
Interview with Delaware Chief Justice Steele Below is a fine interview conducted by Professor J.W. Verret on "The Conglomerate" Blog: I am pleased to welcome Chief Justice Steele to the Conglomerate today. I got to know him when I was...

VC Strine Validates Naked No-Vote Termination Fee

Posted on September 08, 2008
VC Strine Validates Naked No-Vote Termination Fee Here is a guest blog from Steven Haas of Hunton & Williams: Last Tuesday, Delaware Vice Chancellor Leo Strine upheld a �naked no-vote termination fee� in the Lear litigation (2008 WL 4053221). Lear...

What is the Timetable to Assert a MAE?

Posted on September 05, 2008
What is the Timetable to Assert a MAE? From Brad Aronstam of Connolly Bove Lodge & Hutz: Last week, Vice Chancellor Noble of the Delaware Court of Chancery rendered this short opinion - in Henkel Corp. v. Innovative Brands Holdings...

Ryan II: Delaware Chancery Court Denies Interlocutory Appeal

Posted on September 04, 2008
Ryan II: Delaware Chancery Court Denies Interlocutory Appeal Last Friday, Vice Chancellor Noble of the Delaware Chancery Court issued a letter opinion in Ryan v. Lyondell, in which he denied the interlocutory appeal by the defendants - but did dismiss...

The Mad Rush: Changing Your Advance Notice Bylaws

Posted on September 03, 2008
The Mad Rush: Changing Your Advance Notice Bylaws Now that the Delaware Supreme Court has affirmed the Chancery Court's decision in Jana Partners (as well as the holdings in the Office Depot and CSX cases), as noted in this article,...

SEC Adopts Changes for Cross-Border Business Combinations, Exchange Offers and Rights Offerings

Posted on August 28, 2008
SEC Adopts Changes for Cross-Border Business Combinations, Exchange Offers and Rights Offerings Yesterday, the SEC approved a host of changes to the exemptions for M&A transactions and rights offerings at an open Commission meeting; here are opening remarks from Tina...

Recent DOJ Opinion Highlights FCPA Due Diligence in M&A

Posted on August 25, 2008
Recent DOJ Opinion Highlights FCPA Due Diligence in M&A Back in June, the Department of Justice published an advisory opinion regarding a US company�s approach to a corporate transaction under the Foreign Corrupt Practices Act. Although the DOJ�s guidance is...

Lyondell Directors Appeal

Posted on August 21, 2008
Lyondell Directors Appeal I seriously whacked out my back, so this blog suffers and all I can do is quote from Gordon Smith, one of the folks behind the "Conglomerate Blog": If you are following the Ryan case, which I...

Exploring "Strategic Alternatives" and Postponing Annual Meetings

Posted on August 05, 2008
Exploring "Strategic Alternatives" and Postponing Annual Meetings I recently was checking out Damien Park's new blog - "Activist Hedge Fund Investing" - and noticed the spotlight on Point Blank Solutions and how Steel Partners is chasing after them. In particular...

Potential Personal Liability for Directors: Selling the Company

Posted on August 01, 2008
Potential Personal Liability for Directors: Selling the Company Kudos to Francis Pileggi and his "Delaware Corporate and Commercial Litigation Blog" for highlighting a new Delaware Chancery Court case that exposed independent directors of a public company to personal liability in...

CSX/TCI: Vote Miscounting?

Posted on July 29, 2008
CSX/TCI: Vote Miscounting? I think we are gonna hear about more and more about this type of thing, shareholders complaining - and eventually litigating - over how votes are counted at shareholders' meetings. In the hotly contested deal involving CSX....

The Focus on Contractual Clarity

Posted on July 23, 2008
The Focus on Contractual Clarity This recent article from The Deal Newsweekly provides some insight into how private equity shops are pushing for language in their merger agreements that clearly state the target has no right to specific performance. And...

CA v. AFSCME: The Delaware Supreme Court Giveth and the Supreme Court Taketh Away

Posted on July 18, 2008
CA v. AFSCME: The Delaware Supreme Court Giveth and the Supreme Court Taketh Away Some pretty fine analysis - and quick - from Travis Laster: Yesterday, the Delaware Supreme Court issued its much anticipated decision in CA, Inc. v. AFSCME...

Mars-Wrigley Pending Acquisition: Are the "Strategics" Now Emulating the "Financials"?

Posted on July 14, 2008
Mars-Wrigley Pending Acquisition: Are the "Strategics" Now Emulating the "Financials"? From Cliff Neimeth of Greenberg Traurig: Here is the merger agreement for the Mar's pending acquisition of Wrigley. Query whether this is indicative of the new strategic purchaser mindset in...

The Delaware Supreme Court's AFSCME/CA Hearing: All the News Fit to Post

Posted on July 10, 2008
The Delaware Supreme Court's AFSCME/CA Hearing: All the News Fit to Post With a hearty thanks to J.W. Verret, our man on the ground during yesterday's Delaware Supreme Court hearing about the important issue certified from the SEC regarding AFSCME's....

Activists, Swaps & the SEC: A CSX Update

Posted on July 08, 2008
Activists, Swaps & the SEC: A CSX Update In this podcast, Ron Orol, Senior Writer for The Daily Deal, discusses activists, swaps and the SEC in light of the CSX decision, including: - Can you explain how activist fund managers...

Delaware Supreme Court: CA/AFSCME Certification Accepted and on Fast Track

Posted on July 02, 2008
Delaware Supreme Court: CA/AFSCME Certification Accepted and on Fast Track Yesterday, the Delaware Supreme Court accepted the questions certified to it by the SEC relating to the battle between CA and AFSCME over the proponent's binding bylaw proposal seeking reimbursement...

Corp Fin No-Action Relief for Busted Merger/Reorganization

Posted on July 01, 2008
Corp Fin No-Action Relief for Busted Merger/Reorganization Last week, Corp Fin posted this no-action letter - Barclays (Netherlands)(available 6/26/08) - which seems to be well within the line of "abandoned offering" 12h-3 letters. Usually they are for a busted IPO,...

Duty Of Disclosure: Delaware Chancellor Further Limits Availability of Damages

Posted on June 25, 2008
Duty Of Disclosure: Delaware Chancellor Further Limits Availability of Damages From Travis Laster: Last week, Delaware Chancellor Chandler - in In re Transkaryotic Therapies, Inc. - granted summary judgment in favor of three directors who were alleged to have breached...

Shareholder Rights Plans: Adding Derivatives to "Beneficial Ownership"

Posted on June 23, 2008
Shareholder Rights Plans: Adding Derivatives to "Beneficial Ownership" As noted in this WSJ article, at least two companies - Louisiana-Pacific Corp. (see related Form 8-K) and Micrel Inc. (see related Form 8-K) - have changed their shareholder-rights plans in recent...

Half of Sovereign-Wealth Fund Deals Involve Majority Stakes

Posted on June 19, 2008
Half of Sovereign-Wealth Fund Deals Involve Majority Stakes As noted in this recent WSJ article, according to a recent Monitor Group study, half of the investments by sovereign wealth funds since 2000 involved a more than 50% interest. 37% involved...

Corp Fin's No-Action Letter: Partial Tender Offers Under US and Israeli Law

Posted on June 16, 2008
Corp Fin's No-Action Letter: Partial Tender Offers Under US and Israeli Law Here is some analysis from Jim Moloney of Gibson Dunn: This recent no-action letter - Elron Electronics Industries - is unusual in that it relates to a partial...

The CSX Opinion is In!

Posted on June 12, 2008
The CSX Opinion is In! Yesterday, in CSX Corp. v. The Children's Investment Fund Management, Judge Lewis Kaplan of US District Court (SDNY) delivered his anxiously awaited opinion finding that the two plaintiff activist funds violated the securities laws by...

Disclosure of Internal Financial Projections

Posted on June 11, 2008
Disclosure of Internal Financial Projections From guest blogger Steve Haas of Hunton & Williams: A hot M&A issue of late has been the need to disclose internal financial projections under Delaware law. In 2002, the Court of Chancery in Pure...

Unsealed: Yahoo's Tin Parachute

Posted on June 09, 2008
Unsealed: Yahoo's Tin Parachute The media has had a field day ever since Delaware Chancery Court's Chancellor Chandler unsealed this amended complaint filed against Yahoo, particularly because Carl Icahn is involved as he pressures Yahoo to sell; see this DealBook...

SEC Staff Takes a Position in CSX Lawsuit

Posted on June 06, 2008
SEC Staff Takes a Position in CSX Lawsuit From Cliff Neimeth of Greenberg Traurig: In a pending litigation being watched closely by the public M&A bar, institutional activists and target issuers alike, this past Wednesday, in correspondence submitted by Corp...

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