The Federal Trade Commission has issued an administrative complaint challenging Axon Enterprise, Inc.’s consummated acquisition of its body-worn camera systems competitor VieVu, LLC from parent company from Safariland. Before the acquisition, the two companies competed to provide body-worn camera systems to large, metropolitan police departments across the United States. According... Read More
Morrison v. Berry considers Plaintiff’s claims for damages following the purchase of a grocery-store chain, The Fresh Market, Inc. (“Fresh Market” or the “Company”) by Apollo investment entities. The Plaintiff was a former stockholder of the Company, purportedly acting on behalf of the stockholder class. She alleges that certain Fresh... Read More
PWP Xerion Holdings III LLC v Red Leaf Resources, Inc. discussed disputed consent rights in connection with a joint venture. In so doing, Vice Chancellor Laster had to consider the meaning of the word “affiliate.” Citing Websters, the Court noted under the plain meaning of the term, someone “affiliated” with... Read More
Activist investor Third Point LLC and three funds that it controls have agreed to settle Federal Trade Commission charges that the funds violated the premerger notification and waiting period requirements of the Hart-Scott-Rodino Act, or HSR Act, after they acquired the voting securities of Dow DuPont Inc. (“Dow DuPont”). Dow... Read More
In Manti Holdings LLC et al v. Authentix Acquisition Company, Inc., the Delaware Court of Chancery held a stockholder could waive appraisal rights in a stockholders agreement. The Court noted: The stockholders agreement was not a contract of adhesion. Sophisticated parties were involved and were represented by counsel, and counsel... Read More
FASB has issued an Invitation to Comment, or ITC, as part of FASB’s project on certain identifiable intangible assets acquired in a business combination and subsequent accounting for goodwill. In previous outreach, the FASB staff received mixed feedback from users, preparers, and practitioners of financial reports on this topic. Consequently,... Read More
The Federal Trade Commission, with the concurrence of the Antitrust Division of the U.S. Department of Justice, has approved amendments to the Hart-Scott-Rodino Rules and to the instructions for filling out the Antitrust Act Notification and Report Form, often referred to as the HSR Form. The new HSR Form and... Read More
In House v. Akorn, Inc. the United States District Court for the Norther District of Illinois Eastern division related to the proposed acquisition of Akorn by Frensenius Kabi AG. The plaintiffs in these cases sued Akorn and members of its board of directors seeking certain disclosures regarding the proposed acquisition.... Read More
In Chester County Employees’ Retirement Fund v. KCG Holdings, Inc. et al the Delaware Court of Chancery considered the interplay between the Corwin and Revlon doctrines. In July 2017, Virtu Financial, Inc. (“Virtu”) acquired KCG Holdings, Inc. (“KCG”) for $20 per share. A former KCG stockholder alleged KCG’s directors failed... Read More
The FTC published its views on divestiture packages used to obtain clearance under the HSR Act. According to the FTC: “Before putting pen to paper, parties should discuss with Bureau staff what assets, rights, and personnel should be included in the divestiture package. For instance, assets outside the market of... Read More