Delaware Supreme Court Rejects Presumption that Deal Price is Best Estimate of Fair Value; Private Equity Buyer’s Price Deserves Appropriate Consideration


In DFC Global Corp. v Muirfield Value Partners, L.P. et al, the Delaware Supreme Court declined to adopt a presumption that in an arm’s length merger the deal price is the best estimate of fair value for purposes of an appraisal rights action.  The Supreme Court also found the Chancery... Read More

Topics: Litigation, M&A

Separate Shareholder Vote to Approve Insider Transaction Found Coercive Under Corwin


Sciabacucchi v. Liberty Broadband Corporation (Del. Ch. 2017) involved Charter Communications, Inc.’s (“Charter” or the “Company”) acquisition of Bright House Networks, LLC (“Bright House”) and the merger with Time Warner Cable (“TWC”).  One of the complained of matters in the transaction was Charter’s issuance of equity to an insider, the... Read More

Topics: M&A

FTC Announces Regulatory Reform Process


The FTC explained it was undertaking the following regulatory reform steps in a press release: New groups within the Bureau of Competition and the Bureau of Consumer Protection are working to streamline demands for information in investigations to eliminate unnecessary costs to companies and individuals who receive them. Both enforcement... Read More

Topics: Consumer Protection, M&A, Trump