Dodd-Frank.com

Court Examines Intended Third Party Beneficiaries of Indemnification Provision

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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

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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

Director’s Undisclosed Conflict Prevents Application of Business Judgment Rule in Acquisition

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City of Fort Myers General § Employees’ Pension Fund v Haley, which was commenced in the Delaware Court of Chancery, grew out of the merger of equals between Towers Watson & Co. and Willis Group Holdings Public Limited Company.   Although Towers had stronger performance and greater market capitalization, under the... Read More

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

Chancery Discusses Privilege Waiver in Context of Asset Purchase

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In DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, the Delaware Court of Chancery discussed privilege waiver in a dispute between a buyer and a seller involving an asset purchase agreement. The dispute centered around which party was financially responsible for defective products that were sold pre-Purchase Agreement, but... Read More

Topics: M&A

SEC Simplifies Accounting Disclosures for “Significant” M&A Transactions

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The SEC has adopted amendments to the financial disclosure requirements in Regulation S-X for acquisitions and dispositions of businesses. When a registrant acquires a significant business, other than a real estate operation, Rule 3-05 of Regulation S-X generally requires a registrant to provide separate audited annual and unaudited interim pre-acquisition... Read More

Topics: M&A, Public Companies and Securities