Dodd-Frank M&A
CEO’s Statements Preclude Reliance on Deal Price in Appraisal Proceeding
M&A The recent decisions by the Delaware Supreme Court regarding appraisal rights decisions in DFC and Dell provide that the appraisal statute requires that the trial judge must consider “all relevant factors,” and that no presumption in favor of transaction price obtains. Where, however, the transaction price represents an unhindered, informed, and competitive market valuation, the […] Read more →
Delaware Supreme Court Finds Failure to Disclose Director Dissent in M&A Transaction Material
M&A The Delaware Supreme Court found the failure to disclose the Chairman of the Board’s dissent to a tender offer in a Schedule 14D-9 to be material in Appel v. Berkman. The case... Read more →
Delaware Supreme Court Reverses Dell Appraisal Decision
M&A The Delaware Supreme Court has reversed the Court of Chancery’s appraisal decision in Dell, Inc. v. Magnestar Global Event Driven Master Fund Ltd. et al. The Chancery Court... Read more →
U.S. House of Representatives Acts To Codify Registration Exemption for M&A Brokers
Broker-Dealer, M&A On December 7, 2017, the U.S. House of Representatives passed the “Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act of 2017 (H.R. 477).” The... Read more →