Dodd-Frank M&A
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 Carfax, Inc. In March 2011, the Company initiated a self-tender to purchase 37,037 shares of its common stock at $810 per share in cash. A […] Read more →
A Working Capital True Up is not an End Run on a Liability Bar
M&A, Private Equity In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co. LLC, the Delaware Supreme Court examined the interaction between a working capital true up and alleged breaches... Read more →
Delaware Supreme Court Scolds Special Committee Member that Joins Law Firm
Litigation, M&A The Delaware Supreme Court upheld the Chancery Court decision in Chester County Retirement Systems v. Collins et al. In so doing, it noted one troubling aspect of the record as... Read more →
Separate Shareholder Vote to Approve Insider Transaction Found Coercive Under Corwin
M&A Sciabacucchi v. Liberty Broadband Corporation (Del. Ch. 2017) involved Charter Communications, Inc.’s (“Charter” or the “Company”) acquisition of Bright House... Read more →