Dodd-Frank M&A
Another Working Capital Claim Fails in Delaware Because of Liability Limitations
Litigation, M&A In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Court of Chancery declined to permit the purchaser of a business to recover a working capital shortfall as a result of a purchase price adjustment because of a contractual limitation. The Court of Chancery has rendered another decision precluding a working […] Read more →
Court Considers Fiduciary Duties in Merger under Minnesota Law
Litigation, M&A The United States District Court for the District of Minnesota considered the application of the fiduciary duties of directors in the context of a merger under the Minnesota... Read more →
Delaware Supreme Court Rejects Presumption that Deal Price is Best Estimate of Fair Value; Private Equity Buyer’s Price Deserves Appropriate Consideration
Litigation, M&A In DFC Global Corp. v Muirfield Value Partners, L.P. et al, the Delaware Supreme Court declined to adopt a presumption that in an arm’s length merger the deal price is the... Read more →
Independent Directors, Law Firm and Financial Advisor not Liable for Omissions in Private Tender Offer
Litigation, M&A R.L. Polk & Co. Inc., a private company, was allegedly more than 90% controlled by the Polk family. The Company was in the consumer marketing business with holdings such as... Read more →