On April 7, 2016, sixteen attorneys from Stinson Leonard Street’s Minneapolis and Kansas City offices and representatives from Chartwell Financial Advisory presented an afternoon of CLE designed to provide updates on a variety of business law topics. The Power Point Presentations for the afternoon are included here. The speakers and... Read More
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
U.S. Senators Tammy Baldwin (D-WI) and Jeff Merkley (D-OR) introduced legislation to increase transparency and strengthen oversight of activist hedge funds. According to the bill’s authors, the Brokaw Act is named for a small Wisconsin town that went bankrupt after an out-of-state hedge fund closed a paper mill that had... Read More
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
A bill that would provide a federal statutory exemption from the broker-dealer registration requirements under Section 15(a) of the Exchange Act for certain so called “M&A brokers” has been placed on the calendar for consideration by the U.S. House of Representatives. M&A brokers are generally defined as persons who are... Read More
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
A recent case decided by the Delaware Court of Chancery, In Re Ebix, Inc., held settlement with an activist investor, Barrington Capital Group, L.P. was not a defensive measure subject to scrutiny under Unocal. Ebix entered into a Director Nomination Agreement with Barrington that contemplated expanding Ebix’s six-member board to... Read More
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
The Delaware Court of Chancery recently explained the calculation of a put price for units in PECO Logistics, LLC v. Walnut Investment Partners, L.P. The LLC Agreement provided as following methodology for calculating the Put Price; “Total Equity Value” means the aggregate proceeds which would be received by the Unitholders... Read More
Broc Romanek of TheCorporateCounel.net noted in this blog that “Recently, Nasdaq solicited comment on its shareholder approval rules. It’s a broad – and general – request since the rules haven’t changed much in the 25 years since they were adopted. Nothing specific is proposed – so this is sort of... Read More