Dodd-Frank M&A
Court Examines Disclosure Duties in Consent Solicitaion Removing Directors
M&A In Kerbawy v. McDonnell, the Delaware Court of Chancery affirmed the validity of a solicitation of written consents that removed certain directors and appointed new directors. A key theme of the opinion is that stockholders are free to act unilaterally by written consent and an incumbent board is not entitled to a “full and fair […] Read more →
Court Reviews Validity of Escrow Claims
Litigation, M&A Gore, et al., v. Al Jazeera America Holdings I, Inc. emphasizes not only the necessity to carefully draft indemnification claim provisions in merger agreements but the need to... Read more →
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... 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 →