Linked is the Second Half 2016 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include:
News from the Courts
- Delaware Court of Chancery Once Again Rejects Transaction Price as the Best Measure of Fair Value in DFC Global Litigation
- In an Appraisal Proceeding, Chancery Court More Likely to Equate Deal Price with Fair Value Where Transaction Is the Result of an Appropriate Sales Process
- Some Non-Delaware Courts Reject “Disclosure-Only” Settlements and Endorse Trulia Standard, but a New York Court Adopts a Different Approach
- Narayanan v. Sutherland Global Holdings: The Importance of Unifying D&O Indemnification and Expense Advancement Standards Across Corporate Documentation
- Three Court of Chancery Decisions Consider the Effect of Stockholder Approval on Challenged Transactions
- Chancery Court Dismisses Suit by Former Shareholders Against Board Members of OM Group, Inc., Applying the Corwin Standard and Making the Sale at Issue Subject to the Business Judgment Rule
- Delaware Court of Chancery Applies Entire Fairness Standard to Find Interested Directors May Not Extinguish Breach of Fiduciary Duty Claims through Merger
- Chancery Court Confirms Continued Applicability of “MFW” Standard in Dismissing Challenge to Controller Buyout
- Additional Delaware Guidance on Avoiding Extra-Contractual Fraud Claims in a Sale Transaction
- Delaware Supreme Court Revives Fiduciary Duty Claim and Provides New Guidance on Director Independence
- Court of Chancery Addresses Standing to Bring Fiduciary Duty Claims Following a Freeze-Out Merger
- Court of Chancery Invalidates Fee-Shifting Bylaw
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