Delaware Addresses Exclusive Representations, Integration and Exclusive Remedies Provisions


In Prairie Capital III, L.P. v. Double E Holding Corp. the Delaware Court of Chancery examined exclusive representations and integration clauses, omissions and exclusive remedies provisions.  The opinion notes: Delaware law enforces clauses that identify the specific information on which a party has relied and which foreclose reliance on other... Read More

Topics: Litigation, M&A, Private Equity

How Many Regulation A+ Offerings Has the SEC Qualified?


Registered statements are “declared effective” by the SEC; Regulation A+ offering documents are “qualified” by the SEC, and when it happens an EDGAR document called “QUALIF” is generated.  Per my review, the following Regulation A+ transactions that were filed after the effective date of the Regulation A+ rules have been... Read More

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

Court Reviews Validity of Escrow Claims


Gore, et al., v. Al Jazeera America Holdings I, Inc. emphasizes not only the necessity to carefully draft indemnification claim provisions in merger agreements but the need to carefully draft indemnification claims as well. Here plaintiffs were the sellers of the business and were contesting indemnification claims. The case was... Read More

Topics: Litigation, M&A

SEC Charges KKR With Misallocating Broken Deal Expenses


Everyone knew the SEC would pursue a marquee-name private equity sponsor for misallocating expenses.  It finally happened, with KKR settling charges for misallocating “broken deal” expenses.  Charges against others are likely to follow over time. According to the SEC an investigation found that during a six-year period ending in 2011,... Read More

Topics: Investment Advisers, Litigation, M&A, Private Equity

Spin-Offs and Successorship Clauses


In 2006, the media conglomerate News Corporation, referred to as Old News Corp, entered into a Settlement Agreement to settle stockholder litigation filed in Delaware in 2005. Subject to certain exceptions, the Settlement Agreement prevents Old News Corp during a period of twenty years from maintaining a stockholder rights plan... Read More

Topics: M&A

Fed Eases Small Bank M&A Rules


The Board of Governors of the Federal Reserve Board has modified its Small Bank Holding Company Policy Statement to facilitate the sale of smaller community banks. Under the final rule, a holding company with less than $1 billion in total consolidated assets may qualify under the policy statement, provided it... Read More

Topics: Banking, M&A