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Delaware Supreme Court Examines Director Liability for Acquisitions

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In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a former employee of “Waymo.” Waymo is a subsidiary of Google, and is engaged... Read More

Topics: Litigation, M&A, Private Equity, Public Companies and Securities

CFIUS Excepted Investors: Canada, United Kingdom and Australia

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On January 13, 2020, the U.S. Department of Treasury published final regulations relating to the Committee on Foreign Investment in the United States, or CFIUS.  The regulations implement the Foreign Investment Risk Review Modernization Act of 2018, or FIRRMA.  The regulations become effective on February 13, 2020. As required by... Read More

Topics: M&A

FTC Challenges Long-Term Non-Competes in Connection with Merger

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The Federal Trade Commission has issued an administrative complaint challenging Axon Enterprise, Inc.’s consummated acquisition of its body-worn camera systems competitor VieVu, LLC from parent company from Safariland. Before the acquisition, the two companies competed to provide body-worn camera systems to large, metropolitan police departments across the United States. According... Read More

Topics: M&A

Chancery Finds General Counsel Potentially Liable for Misleading Tender Offer Documents

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Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former stockholder of the Company, purportedly acting on behalf of the stockholder class. She alleges that certain Fresh... Read More

Topics: Litigation, M&A, Public Companies and Securities

FTC and DOJ Approve Changes to HSR Rules and Form

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The Federal Trade Commission, with the concurrence of the Antitrust Division of the U.S. Department of Justice, has approved amendments to the Hart-Scott-Rodino Rules and to the instructions for filling out the Antitrust Act Notification and Report Form, often referred to as the HSR Form.  The new HSR Form and... Read More

Topics: M&A