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Clifford Chance: More on Don't Ask, Don't Waive

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More on Don't Ask, Don't Waive

Clifford Chance
January 16, 2013
3 pages

Latest M&A News from the Delaware Courts

Morrison Foerster: Applicability of Proposed Amendment to Section 251 of the DGCL to Hostile Offers

May 17, 2013 Proposed Changes to DGCL Would Simplify Two-Step Mergers

Cleary Gottlieb: Traps to Consider: Delaware’s Merger Statute and Ratification Amendments

May 16, 2013 Proposed Changes to DGCL Would Simplify Two-Step Mergers

Milbank: Delaware Chancery Court Denies Summary Judgment on Revlon Claims [In re Plains Exploration & Production Company Stockholder Litigation]

May 16, 2013 M&A Litigation (Delaware)

Top-Up Options in Two-Step Merger

Chadbourne & Parke: In Olson v. ev3, the Delaware Chancery Court Revisits Top-Up Options and Critiques the Appraisal Dilution Theory

Bingham: Delaware Provides Guidance on Tender Offer Top-up Options — Court Underscores Importance of Compliance With Statutory Requirements

Chadbourne & Parke: Top-Up Options

In re Smurfit-Stone Container Corp: Delaware Court on Revlon Duties in Mixed Consideration Merger

Morrison Foerster: Delaware Chancery Court Provides New Data Point for Application of Revlon Standard to Mixed Stock and Cash Mergers

Blank Rome: Chancery: 'Revlon' Duties Likely Apply to Mixed-Consideration Mergers

Milbank: Delaware Court Discusses Applicability of Revlon Standard to 50% Cash/50% Stock Merger

Meso Scale Diagnostics: Reverse Triangular Mergers & "Assignment by Operation of Law"

Edwards Wildman: Delaware Chancery Court Rules that a Reverse Triangular Merger Does Not Trigger Consent Requirement Under Non-Assignment Provision

Paul Hastings: Delaware Chancery Court Rules that a Reverse Triangular Merger Does Not Constitute an "Assignment by Operation of Law"

Arnold & Porter: Delaware Decision Should Clarify Novation Requirements

In re CNX Gas Corp & Going Private Transactions

Latham & Watkins: M&A Commentary - Practical Implications of CNX Gas on Controlling Shareholder Acquisitions

Milbank: Delaware Vice Chancellor Applies “Unified Standard” in Reviewing Minority Freeze-out by Controlling Stockholder [In re CNX Gas Corporation Shareholders Litigation]

Pillsbury: Two Noteworthy Delaware Court Rulings on Controlling Stockholder Transactions

Ebay v Craigslist: Takeover Defenses for Private Companies

Milbank: Delaware Court Confronts Alleged Breach of Fiduciary Duty by Majority Stockholders of Privately-Held Company [eBay Domestic Holdings, Inc. v. Newmark]

Skadden: The eBay Decision – Unique Battle With Craigslist Results in Guidance on Poison Pills and Staggered Boards

Mayer Brown: Delaware Courts Decide the Validity of Two Poison Pills

Lyondell, Revlon & The Duty of Good Faith

Squire Sanders: Lyondell: A Victory for Corporate Directors in the Delaware Supreme Court

Paul Hastings: Lyondell Chemical Co. v. Ryan: Yes, You Can (Purchase or Sell a Delaware Company with a Preemptive Bid to a Disinterested Board)

Sullivan & Cromwell: Delaware Supreme Court Rejects Bad Faith Claim Against Lyondell Board: The Court Rejects a Claim that a Truncated Sale Process Run by an Independent Board Violated the Directors’ Duty to Act in Good Faith

Hexion v Huntsman: Material Adverse Effect

Baker Hostetler: New Agreement Protections in the Wake of Huntsman v. Hexion

Blank Rome: Hexion v. Huntsman: What’s an MAE Anyway?

Weil Gotshal: The Delaware Court of Chancery Addresses Material Adverse Effect/Material Adverse Change Provisions in Hexion v. Huntsman

Maric v Plato Learning: Delaware Court Enjoins Merger Over Disclosure Concerns

ReedSmith: Maric Capital: Delaware Court of Chancery Halts Merger on Duty of Disclosure Grounds

Paul Hastings: Maric Capital v. PLATO Learning: Important Lessons for Disclosure

Shearman & Sterling: Delaware Court Enjoins Stockholder Vote Pending Additional Disclosure Regarding Financial Analyses, Management Projections and Discussions Regarding Post-Closing Employment [Maric Capital Master Fund, Ltd. v. PLATO Learning]

Blackstone v ADS: "Corporate Formalities" Upheld as Non-signatory Not Liable for "Cabined" Acquisition Sub

Milbank: Delaware Chancery Court Respects "Corporate Formalities" in Determining that Only the Signatories to a Merger Agreement are Bound by its Terms

Ropes & Gray: Delaware Chancery Court Rejects Attempt to Hold Private Equity Owner Liable for Failure of Closing Condition

Paul Weiss: Private Equity Deal Structure Upheld in Delaware

Loral & Interested Party Transactions

Paul Hastings: Interested Party Transactions: Lessons from Loral

Fried Frank: Delaware Chancery Court Converts Voting Preferred Stock Issued to Controlling Stockholder Into Non Voting Common Stock

Milbank: Delaware Court Applies the "Entire Fairness Standard" in Determining that 35% Stockholder's Preferred Stock Investment Was Unfair

In re CNX Gas Corp & Going Private Transactions

Latham & Watkins: M&A Commentary - Practical Implications of CNX Gas on Controlling Shareholder Acquisitions

Milbank: Delaware Vice Chancellor Applies “Unified Standard” in Reviewing Minority Freeze-out by Controlling Stockholder [In re CNX Gas Corporation Shareholders Litigation]

Pillsbury: Two Noteworthy Delaware Court Rulings on Controlling Stockholder Transactions

Ebay v Craigslist: Takeover Defenses for Private Companies

Milbank: Delaware Court Confronts Alleged Breach of Fiduciary Duty by Majority Stockholders of Privately-Held Company [eBay Domestic Holdings, Inc. v. Newmark]

Skadden: The eBay Decision – Unique Battle With Craigslist Results in Guidance on Poison Pills and Staggered Boards

Mayer Brown: Delaware Courts Decide the Validity of Two Poison Pills

Lyondell, Revlon & The Duty of Good Faith

Squire Sanders: Lyondell: A Victory for Corporate Directors in the Delaware Supreme Court

Paul Hastings: Lyondell Chemical Co. v. Ryan: Yes, You Can (Purchase or Sell a Delaware Company with a Preemptive Bid to a Disinterested Board)

Sullivan & Cromwell: Delaware Supreme Court Rejects Bad Faith Claim Against Lyondell Board: The Court Rejects a Claim that a Truncated Sale Process Run by an Independent Board Violated the Directors’ Duty to Act in Good Faith

Hexion v Huntsman: Material Adverse Effect

Baker Hostetler: New Agreement Protections in the Wake of Huntsman v. Hexion

Blank Rome: Hexion v. Huntsman: What’s an MAE Anyway?

Weil Gotshal: The Delaware Court of Chancery Addresses Material Adverse Effect/Material Adverse Change Provisions in Hexion v. Huntsman

Maric v Plato Learning: Delaware Court Enjoins Merger Over Disclosure Concerns

ReedSmith: Maric Capital: Delaware Court of Chancery Halts Merger on Duty of Disclosure Grounds

Paul Hastings: Maric Capital v. PLATO Learning: Important Lessons for Disclosure

Shearman & Sterling: Delaware Court Enjoins Stockholder Vote Pending Additional Disclosure Regarding Financial Analyses, Management Projections and Discussions Regarding Post-Closing Employment [Maric Capital Master Fund, Ltd. v. PLATO Learning]

Blackstone v ADS: "Corporate Formalities" Upheld as Non-signatory Not Liable for "Cabined" Acquisition Sub

Milbank: Delaware Chancery Court Respects "Corporate Formalities" in Determining that Only the Signatories to a Merger Agreement are Bound by its Terms

Ropes & Gray: Delaware Chancery Court Rejects Attempt to Hold Private Equity Owner Liable for Failure of Closing Condition

Paul Weiss: Private Equity Deal Structure Upheld in Delaware

Loral & Interested Party Transactions

Paul Hastings: Interested Party Transactions: Lessons from Loral

Fried Frank: Delaware Chancery Court Converts Voting Preferred Stock Issued to Controlling Stockholder Into Non Voting Common Stock

Milbank: Delaware Court Applies the "Entire Fairness Standard" in Determining that 35% Stockholder's Preferred Stock Investment Was Unfair

Blackstone v ADS: "Corporate Formalities" Upheld as Non-signatory Not Liable for "Cabined" Acquisition Sub

Milbank: Delaware Chancery Court Respects "Corporate Formalities" in Determining that Only the Signatories to a Merger Agreement are Bound by its Terms

Ropes & Gray: Delaware Chancery Court Rejects Attempt to Hold Private Equity Owner Liable for Failure of Closing Condition

Paul Weiss: Private Equity Deal Structure Upheld in Delaware

Loral & Interested Party Transactions

Paul Hastings: Interested Party Transactions: Lessons from Loral

Fried Frank: Delaware Chancery Court Converts Voting Preferred Stock Issued to Controlling Stockholder Into Non Voting Common Stock

Milbank: Delaware Court Applies the "Entire Fairness Standard" in Determining that 35% Stockholder's Preferred Stock Investment Was Unfair