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Probability, Magnitude and Stock Buybacks: A Cautionary Tale

In a recently settled SEC administrative proceeding, Andeavor LLC, an energy company acquired by Marathon Petroleum in 2018, agreed to pay a $20 million civil penalty for failing to maintain adequate internal accounting controls in connection with its stock buyback plan.

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The Ropes Recap: Mergers & Acquisitions Law News


Time to Read: 1 minutes Practices: Mergers & Acquisitions

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Linked is the Second Quarter 2016 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include: 

News from the Courts 
  • Delaware Court of Chancery Rejects Transaction Price as the Best Measure of Fair Value in Dell Appraisal Litigation 
  • Delaware Court Rejects Claim of Bad Faith Where Board Instructed Financial Advisor to Ignore Management’s Optimistic Financial Projections 
  • Chancery Court Equates Tender of Shares to a Stockholder Vote in Determining the Standard of Judicial Scrutiny for Board of Directors Who Approved Volcano Corp. Merger 
  • New York Court of Appeals Adopts Delaware Law, Affirming Business Judgment Deference for Kenneth Cole’s Controlling Stockholder Transactions Structured with Minority Protections 
  • Delaware Supreme Court Holds that Sale of Zale Approved by Uncoerced, Disinterested, and Informed Stockholders are Properly Reviewed Under a Corporate Waste Standard 
  • Chancery Court Offers Guidance on “Commercially Reasonable Efforts” Standard in Williams Cos. v. Energy Transfer Equity Litigation 
  • New York Court of Appeals Rules that Communications between Merger Parties Countrywide and Bank of America Are Not Protected by the Common Interest Exception to the Waiver of Attorney-Client Privilege 
  • Sun Capital Partners on Remand: District Court Rules that Related Funds May be Held Liable for Pension Fund Withdrawal Liabilities 
Delaware Legislative Update
 
Tax Update
 
SEC Update
 
UK Update


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