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Practical Guidance on Merger Conditions from Williams v. Energy Transfer Equity

The Delaware Supreme Court’s recent 4-1 decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., which affirmed the Delaware Court of Chancery’s decision to allow a public company merger to be terminated over the inability to satisfy a condition requiring the delivery of a tax opinion, highlights the sometimes perilous nature of closing conditions, and how they can potentially be invoked by one party for a purpose that is beyond the original intent of the parties.

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The Ropes Recap: Mergers & Acquisitions Law News

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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