Authors:
C. Thomas Brown , Jason Freedman , Jane D. Goldstein , David Hennes , Keith F. Higgins , Carl P. Marcellino , Anne Johnson Palmer ,
Christopher M. Leich
, David H. Saltzman , John E. Sorkin , Peter L. Welsh , Marko S. Zatylny , Martin J. Crisp , Deidre J. Johnson , James C. Davis , Gregory L. Demers , Marc Migliazzo , Peter Wang , Patrick Diaz , Marc Feldhamer Linked is the Second Quarter 2016 edition of the Ropes & Gray M&A Newsletter. Topics addressed in this edition include:
News from the Courts
Tax Update
SEC Update
UK Update
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
Tax Update
SEC Update
UK Update
Authors
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