Is It a Material Adverse Effect?
Sandy K. Feldman of Torys LLP
You are general counsel to a large healthcare products company that has agreed to acquire a medical devices company in a public merger for $25 billion in cash and stock. The business rationale for the acquisition is your company?s desire to enter the market for heart rhythm devices?implanted defibrillators and pacemakers?a market segment in which the target is one of three leading producers.
Mergers & Acquisitions: A Strategy for High Technology Companies
Jacqueline A Daunt of Fenwick & West LLP
A recent survey showed that between two and five emerging technology companies (TechCos) are acquired for every one that does an initial public offering (IPO). Acquisitions can provide strategic, operating and financial benefits to both TechCo and the company acquiring it (LargeCo). A strategic acquisition can provide TechCo's shareholders with earlier liquidity than an IPO, with less risk and dilution.
New York High Court Addresses Shareholder's Right to Challenge Transaction Without First Voting "No"
Joseph S. Allerhand and Anthony J. Albanese of Weil, Gotshal & Manges LLP
This article discusses the Pinnacle Consultants, Ltd. v. Leucadia National Corp decision whereby the New York Court of Appeals discussed an issue of first impression. The issue discussed was whether a shareholder who fails to vote against a proposed corporate transaction may subsequently challenge the transaction once it has been executed.
Pay "Fair" Value For Minority Shares Or Risk Dissolution
Robert G. Baynes of Nexsen Pruet
This article discusses how one determines the "fair" value for minority shares before the court orders dissolution of a corporation.
Managing Stock Options in a Volatile Market
Steven C. Kennedy of Faegre & Benson LLP
This article explains the risks a company may encounter if that company decides to reprice their employees stock options.
New Jersey Supreme Court Rules On Marketability Discounts in Valuation Cases
Vincent E. Gentile of Drinker Biddle & Reath LLP
In two unanimous decisions handed down this summer, the New Jersey Supreme Court guaranteed that uncertainty would .
Going-Private Transactions: Delaware's Analysis of Mergers and Tender Offers Involving Controlling Shareholders
Jones Day
While many companies obtained the IPO "brass ring" in the capital markets' most recent expansion, today many public companies are returning that prize by going private. The following discussion explores (i) the factors many public companies consider for going private, (ii) the predominant going-private transaction structures, and (iii) the fiduciary duties imposed by Delaware courts on boards evaluating such transactions involving controlling shareholders.
Maximizing Shareholder Value: The Funco Experience
Philip S. Garon of Faegre & Benson LLP
This article reviews Barnes & Nobles acquisition of Funco, Inc., a publicly-held video game retailer with over 400 stores.
New Accounting Rule--Employee Stock Purchase Plans
Timothy J. Sparks of Wilson Sonsini Goodrich & Rosati
This article discusses the accounting problems that can arise when a company encounters a "share shortfall" and is forced to issue more shares of stock to meets its obligations under its employee stock purchase plan.
Recent Developments in Delaware Law Concerning Standards of Judicial Review in Going Private Transactions
John F. Grossbauer,Mark A. Morton and Melony R. Anderson of Potter Anderson & Corroon LLP
In the past twenty years, Delaware's corporate law jurisprudence, particularly in the area of directors' fiduciary duties, has been transformed by the significant increase in hostile corporate takeovers, anti-takeover defensive measures, and merger and acquisition activity in general. Among other things, the last two decades witnessed refinements to the standards of judicial review traditionally used in evaluating claims that directors had breached their fiduciary duties, the advent of new standards of judicial review, and a proliferation of burden shifting doctrines, multi-part tests, and other rules governing judicial review of fiduciary duty claims.
Going Private
Michael J. Levitin,Steven S. Snider,Barry J. Hurewitz,Barry J. Hurewitz and Barry J. Hurewitz of Wilmer Cutler Pickering Hale and Dorr LLP
Counsel to public companies are acutely aware that the Sarbanes-Oxley Act has imposed substantial new costs and risks on officers and directors. Boards and management may ask whether any strategy exists to mitigate those risks and reduce those costs. Such a strategy exists: going private.
The MACPA Statement Fair Market Value In ESOP Transactions--A Moving Target
Louis H. Diamond of Buchanan Ingersoll & Rooney PC
Background Employee Stock Ownership Plans (ESOPs) present outstanding planning potential for your corporate clien.
Texas Business Law: Mergers and Acquisitions
Stephens & Stephens
It is not uncommon at some point in the life of a business for that business to be acquired by a new.
Bargain Buyers Beware: Indonesian Vendors Who Cannot Sell
Michael S Horn of Coudert Brothers LLP
The devaluation of the Indonesian Rupiah has created a U.S. dollar debt repayment crisis for corporate Indonesia. .
Coleman Shareholder Litigation Settlement Approved
Weil, Gotshal & Manges LLP
This article discusses the Coleman Co., Inc. Shareholders Litigation settlement shareholder action.
What Legal Recourse Is Available To Resolve Disputes Among Business Owners?
Mansfield, Tanick and Cohen, P.A.
If you are a shareholder in a corporation, partner in a partnership or joint venture, or a member of a limited liab.
Mercier v. Inter-Tel and the Reformulation of the Blasius Standard
Andrew J. Carriker of The Federalist Society
In Mercier v. Inter-Tel, Inc., the Delaware Court of Chancery concluded that the Blasius standard should be reformulated "as a genuine standard of review that is useful for the determination of cases, rather than as an after-the-fact label placed on a result."
M & A Mania-Boom Or Bust? Part II
Richard N. Drake of Womble Carlyle Sandridge & Rice, PLLC
Last month I mentioned some of my thoughts on the relative wonders and evils of the amazing M & A activity of the '.