It’s well known that Federal securities laws require beneficial owners to promptly file an amendment when there is a material change in the facts previously reported by them on Schedule 13D, commonly referred to as a “beneficial ownership report.” It sounds easy to comply with, but the 13Ds can be... Read More
Occasionally we see interesting uses of social media in M&A transactions (See the SEC position here, and prior examples here). Some more recent examples are: From Zillow’s acquisition of Trulia: Fun pushing social media and investor relations envelope . . . Shareholder vote complete. Deal approved by more than 99%.... Read More
In Halpin et al v. Riverstone National, Inc., the Delaware Court of Chancery found that invoking drag-along rights against minority stockholders after a merger did not waive appraisal rights under the facts of the case before the court. Here, the drag-along right did not include a specific waiver of appraisal... Read More