The Ropes Recap: Mergers & Acquisition Law News

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

News from the Courts

• Court of Chancery Applies Entire Fairness Standard to Commercial Arrangement with Controlling Stockholder
• Delaware Court Affirms that Entire Fairness is Operative Standard of Review for Controlling Stockholder Transaction that Did Not Satisfy MFW Factors
• Court of Chancery Requires Affirmative Contractual Statement by Buyer Disclaiming Reliance on Extra-Contractual Representations in Context of a Merger Agreement to Bar Buyer’s Claim
• Court of Chancery Applies Different Levels of Judicial Scrutiny to Different Actions Taken by Board in Response to Activist Stockholder
• Court of Chancery Provides Guidance as to Information Demands by Corporate Stockholders and LLC Members/Managers
• Delaware Court Continues to Scrutinize Disclosure-Only Settlement Cases
• Federal Court Rejects Disclosure Claim Concerning Financial Advisor’s Premiums Paid Analysis

Asia Updates