Searching Content indexed under M&A/Private Equity by Cadwalader, Wickersham & Taft LLP ordered by Published Date Descending.
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The Delaware Court Of Chancery Enforces Clear And Unambiguous Terms Of Merger Agreement In Finding Termination Fee Provision Did Not Afford Exclusive Remedy For Termination
The Delaware Court of Chancery's recent decision, Genuine Parts Company v. Essendant Inc.,1provides a helpful reminder that Delaware courts will enforce the clear...
United States
3 Oct 2019
Attorneys Review Annual Hart-Scott-Rodino Report
Cadwalader attorneys reviewed the DOJ and FTC Annual Hart-Scott-Rodino Report for fiscal year 2018.
United States
24 Sep 2019
Hart-Scott-Rodino Annual Report For Fiscal Year 2018: Decreases In Second Requests But Increased Likelihood Of Challenged Deal Where Second Request Issued
On September 16, 2019, the Federal Trade Commission ("FTC") and the Antitrust Division of the U.S. Department of Justice ("DOJ") released the agencies' ...
United States
24 Sep 2019
Delaware Court Of Chancery Confirms Market-Based Factors Constitute The Best Indicators Of Fair Value
Three recent Delaware Court of Chancery appraisal decisions offer a wealth of guidance not only regarding the determination of a merger partner's fair value, but also regarding elements that
United States
10 Sep 2019
T-Mobile And Sprint Settle Antitrust Case Brought By DOJ And State AGs
To address issues related to their proposed merger, T-Mobile and Sprint agreed to settle an antitrust case brought by the DOJ and Attorneys General for five states.
United States
1 Aug 2019
Financial Services Committee Chair Maxine Waters Asks Regulators To Delay Final Decision On Bank Merger Decision
House Financial Services Committee ("Committee") Chair Maxine Waters (D-CA) asked the Federal Reserve Board ("FRB") and the FDIC to delay final decisions on the proposed merger of SunTrust Banks, Inc.
United States
31 Jul 2019
Lawmakers Introduce Bill To Regulate Change In Control Transactions
Senators Elizabeth Warren, Tammy Baldwin and Sherrod Brown, and Representatives Mark Pocan and Pramila Jayapal introduced a bill to govern the private funds that engage in change in control transactions.
United States
29 Jul 2019
Blurring The Lines: Dolan v. Altice Demonstrates The Potentially Unexpected And Significant Impact That "Boilerplate" Provisions Can Have On Merger Agreement Interpretation
In a recent decision arising out of the sale of Cablevision,1 the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly
United States
24 Jul 2019
Trulia's Impact
The Delaware Court of Chancery's 2016 decision in In re Trulia, Inc. Stockholder Litigation changed the landscape for "disclosure-only" settlements in class action suits.
United States
15 Jul 2019
Another Merger Challenge Demonstrates The Limits Of Corwin
According to the complaint, Virtu became interested in acquiring KCG after concluding, in late 2016, that KCG's stock price was depressed.
United States
15 Jul 2019
FTC Issues Reminder Regarding Interlocking Directorates
The FTC referred to its previous post on Section 8, which urged firms to monitor market developments to ensure changes in the market do not create unexpected interlocks, and then highlighted two common transaction scenarios where Section 8 issues may arise: mergers and spin-offs.
United States
12 Jul 2019
FTC Reminds Market Participants Of Interlocking Prohibitions During Restructurings Or Acquisitions
The FTC reminded market participants to ensure that persons do not serve as officers or directors of competing companies during restructurings or acquisitions.
United States
11 Jul 2019
Cadwalader Attorneys Review Recent Developments In Corporate Governance Law
Cadwalader Attorneys reviewed recent judicial and regulatory developments on mergers and acquisitions, intra-corporate disputes and governance regulation.
United States
7 Jun 2019
Corporate Governance Litigation & Regulation: A Periodic Review And Predictions For The Remainder Of 2019
Since the start of 2018, state and, to a lesser extent, federal courts around the country, as well as state legislatures and Congress,
United States
6 Jun 2019
SEC Proposes Improvements To Merger Disclosures
The SEC voted to propose rule amendments intended to improve the information disclosed regarding acquisitions and dispositions of businesses.
United States
22 May 2019
M&A Update: The Delaware Supreme Court's Decision In Verition Partners Master Fund Ltd. v. Aruba Networks, Inc.—Calculating Fair Value In Statutory Appraisal Cases
In a decision as notable for its criticisms of the trial court judge as its contributions to Delaware appraisal jurisprudence, the Delaware Supreme Court in Verition Partners Master Fund Ltd.
United States
6 May 2019
Cadwalader Attorneys Analyze Delaware Chancery Court Decision On Termination Of Merger Agreement
In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., the Delaware Court of Chancery determined that Rent-A-Center, Inc. properly ended its merger agreement with Vintage Capital Management LLC after Vintage neglected...
United States
23 Apr 2019
Delaware Court Of Chancery Strictly Interprets Merger Agreement In Finding That Rent-A-Center, Inc. Properly Terminated Its Proposed Merger With Vintage Rodeo
In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Del. Ch. Mar. 14, 2019), Vice Chancellor Glasscock of the Delaware Court of Chancery found that Rent-A-Center, Inc.
United States
17 Apr 2019
FTC Announces 2019 Thresholds For Merger Control Filings Under HSR Act And Interlocking Directorates Under The Clayton Act
The Federal Trade Commission ("FTC") has announced its annual revisions to the dollar jurisdictional thresholds in the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ...
United States
27 Feb 2019
Private Equity Manager Settles SEC Charges For Misallocating Expenses To Funds
A private equity manager settled SEC charges for breach of fiduciary duty.
United States
3 Jan 2019
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