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In Delaware, Notices and Deadlines Matter

The recent Delaware Court of Chancery decision by Vice Chancellor Glasscock in Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc. is illustrative of the principle that merger partners should not assume that anything less than strict compliance with notice requirements (particularly when they relate to termination rights) and deadlines in a merger agreement will be enforced.

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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 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

Governance Update

SEC Update

Tax Update

Asia Update

UK Update

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