Dodd-Frank M&A
Option Holders Cannot be Burdened With Escrow in Merger Transaction
M&A In Fox v. CDX Holdings, Inc., the Delaware Court of Chancery held that option holders could not be burdened by an escrow imposed on equity holders in a merger transaction when the terms of the option plan did not permit the escrow to be imposed. The option conversion provision of the merger agreement purported to […] Read more →
Court Permits Settlement of Appraisal Demands on Terms Not Available to All Dissenters
Litigation, M&A Tiny deals can bring large complications. Mannix v. PlasmaNet, Inc. involved appraisal rights in a merger where the merger consideration, after adjustments, amounted to... Read more →
SEC Charges KKR With Misallocating Broken Deal Expenses
Investment Advisers, Litigation, M&A, Private Equity Everyone knew the SEC would pursue a marquee-name private equity sponsor for misallocating expenses. It finally happened, with KKR settling charges for misallocating “broken... Read more →
Obligations Under Earn-Outs Are Limited to What the Words Say
Litigation, M&A, Private Equity, Uncategorized The stockholders of Cyveillance, Inc., sold their company for $40 million up-front and a $40 million earn-out if the company’s revenues reached a certain level. Section 5.4 of... Read more →