In a Mergers and Acquisitions Update, Cadwalader attorneys reviewed two recent decisions by the Delaware Court of Chancery that highlight the importance of a company's sales process in shaping the outcome of an appraisal proceeding.
The Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by a stockholder who challenged a voting proxy agreement and two stock issuances concerning a corporate merger and an acquisition.
In a decision that has implications for determining what constitutes a controlling Board interest, the Delaware Court of Chancery denied a motion to dismiss a suit alleging that Tesla's Board of Directors and its Chairman and CEO Elon Musk breached their fiduciary duties by approving the acquisition of SolarCity.
The Federal Trade Commission published its annual revisions to the dollar jurisdictional thresholds in the Hart-Scott-Rodino Antitrust Improvements Act, and increased thresholds for interlocking directorates under Section 8 of the Clayton Act.
Two recent decisions from the Delaware Court of Chancery reached opposite results in the application of the business judgment rule under the Delaware Supreme Court's holding in Corwin v. KKR Financial Holdings LLC.
Cadwalader attorneys discuss the advantages, disadvantages and legal considerations of a shift by private equity funds toward the use of "toehold accumulation" tactics as part of value maximization strategies.
Cadwalader attorneys urged investors who might engage with management to consider recent guidance from the FTC Premerger Notification Office. The guidance advises that certain behavior may be insufficiently "passive," thereby disqualifying investors from receiving an investment-only exemption under the Hart-Scott-Rodino Act.
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