Dodd-Frank.com

Delegating Preparation of Proxy Statement to Management was an Unexculpated Act of Bad Faith

By

In Re Pattern Energy Group Inc. Stockholders Litigation involved an M&A transaction where the sales process of Pattern Energy Group Inc. was run by an undisputedly disinterested and independent special committee that recognized and nominally managed conflicts, proceeded with advice from an unconflicted banker and counsel, and conducted a lengthy... Read More

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

Court Finds Buyer is not Required to Return Cash in Purported “Cash Free, Debt Free” Deal

By

Deluxe Entertainment Services Inc. v. DLX Acquisition Corporation involved a stock purchase agreement where Plaintiff Deluxe Entertainment sold all of its stock (the “Transaction”) in its wholly owned subsidiary, Deluxe Media Inc. (“Target”), to defendant DLX Acquisition Corporation (“Buyer,” and together with Target, “Defendants”), an affiliate of the private equity... Read More

Topics: M&A

SEC Charges Company for Implementing Stock Buyback Plan Before Acquisition Negotiations Resumed

By

The SEC announced settled charges against Andeavor LLC for controls violations relating to a stock buyback plan it implemented while it was in discussions to be acquired by Marathon Petroleum Corp. in 2018. Andeavor agreed to pay a $20 million penalty to settle the charges.  According to the SEC order,... Read More

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

ISS Launches Open Comment Period for 2021 ISS Benchmark Voting Policy Changes

By

ISS announced the launch of its annual benchmark voting policy comment period. ISS has made available for public comment a number of proposed changes to ISS’ benchmark voting policies for 2021. Key proposed changes for the U.S. are set forth below. Director Elections: Racial/Ethnic Board Diversity For companies in the Russell... Read More

Topics: M&A, Public Companies and Securities

Court Examines Intended Third Party Beneficiaries of Indemnification Provision

By

In CHS/Community Health Systems, Inc. et al v. Steward Health Care System LLC, the Delaware Court of Chancery examined who was an intended third-party beneficiary of an indemnification provision in an Asset Purchase Agreement. The dispute arose in a transaction where Steward agreed to purchase substantially all the assets of... Read More

Topics: M&A, Public Companies and Securities

Homefed: MFW Conditions Not Timely Implemented

By

In Re Homefed Corporation Stockholder Litigation arose from a transaction in which Jefferies Financial Group Inc., the 70% stockholder of HomeFed Corporation, acquired the rest of the shares of the company in July 2019 by exchanging two of its shares for each share of HomeFed held by its minority stockholders.... Read More

Topics: M&A