Dodd-Frank.com

The SMARTER Act Passes U.S. House of Representatives Vote, Seeks to Harmonize FTC and DOJ Procedures for Challenging Unconsummated M&A Transactions

By

On March 23, the U.S. House of Representatives voted favorably on the Standard Merger and Acquisition Reviews Through Equal Rules Act (the “SMARTER Act”), H.R. 2745. The bill, introduced by Representative Blake Farenthold of Texas’ 27th congressional district, would eliminate the differences in the procedures currently utilized by the FTC and... Read More

Topics: M&A

Seller’s Disclaimer of Extracontractual Representations Is Not Enough To Preclude a Fraud Claim

By

In FdG Logistics LLC v. A&R Logistics Holdings, Inc. Chancellor Bouchard of the Delaware Court of Chancery found that a seller’s disclaimer of extracontractual representations is not enough to preclude a fraud claim.  A fraud claim can only be precluded if the buyer affirmatively states what it is relying on... Read More

Topics: Litigation, M&A, Private Equity

Disclosure Settlement Rejected in Trulia Merger Litigation

By

Chancellor Bouchard of the Delaware Court of Chancery rejected a disclosure settlement in In Re Trulia, Inc. Stockholder Litigation.  The Chancellor concluded the terms of the proposed settlement were not fair or reasonable because none of the supplemental disclosures were material or even helpful to Trulia’s stockholders, and thus the... Read More

Topics: M&A

Takeover Litigation Sharply Declines in Last Quarter of 2015

By

Matthew D. Cain, of the SEC, and Professor Steven Davidoff Solomon of the University of California, Berkeley – School of Law, published a report analyzing preliminary statistics for takeover litigation in 2015. According to the report, takeover litigation was substantially disrupted in 2015 by the Delaware courts’ willingness to challenge... Read More

Topics: Litigation, M&A, Public Companies and Securities