The M&A Lawyer

AUGUST 28, 2015

On August 28, 2015 , the Delaware Court of Chancery found the controlling shareholder-CEO and General Counsel of Dole Food Co. By taking these actions, Murdock and Carter deprived the Committee of the ability to negotiate on a fully informed basis and potentially say no to the Merger.

M&A 130

M&A Mergers Food Stock 130

Shearman & Sterling

OCTOBER 17, 2016

. ("OM") arising from OM's cash-out merger with Apollo Global Management, LLC ("Apollo"). The conduct of directors in cash-out mergers is typically subject to enhanced scrutiny under Revlon. 2015), and dismissed the case. In re OM Group, Inc. S'holders Litig., 11216-VCS (Del. Holdings, LLC, 125 A.3d

Mergers 52

Mergers Business Sale Management 52

Shearman & Sterling

JANUARY 16, 2017

. ("Solera") that approved a go-private merger with an affiliate of Vista Equity Partners ("Vista"). In re Solera Holdings, Inc. Stockholder Litig., 11524-CB (Del. In doing so, Chancellor Bouchard relied on the doctrine set forth in Corwin v. KKR Financial Holdings LLC, 125 A.3d 3d 304 (Del. 3d 304 (Del. " Read More

Mergers 52

Mergers Equities Business 52

Shearman & Sterling

JULY 18, 2017

2015) and In re Volcano Corp. 2016), the Court held the merger was "cleanse[d]" because "the disinterested stockholders of Diamond were fully informed and uncoerced when they overwhelmingly accepted the tender offer." § 251(h). Berkman, C.A. 12844-VCMR (Del. July 13, 2017). Relying on Corwin v. 3d 304 (Del.

Mergers 52

Mergers Mergers and Acquisitions Corporation Acquisitions 52

TechCrunch: M&A

JUNE 13, 2023

Heck, Facebook even made a Timehop cline called On This Day in 2015 , which garnered 60 million daily visitors in a year. The app attracted more than $14 million in funding from investors like Spark Capital, O’Reilly Alphatech Ventures , Shasta Ventures , Foursquare’s Dennis Crowley, and Randi Zuckerberg.

IT 225

IT Acquisitions Funds Corporation 225

Shearman & Sterling

APRIL 18, 2017

. ("Paramount") in connection with Paramount's merger with Coeur Mining, Inc. ("Coeur"). 2015), and applied the business judgment rule to the directors' decision "because the [m]erger was approved by a fully informed and uncoerced vote of a majority of Paramount's disinterested stockholders."

Mergers 52

Mergers M&A Business 52

Shearman & Sterling

APRIL 11, 2017

2015)) and declined to dismiss the claims against the Board. In re Saba Software, Inc. Stockholder Litigation, C.A. 10697-VCS (Del. 31, 2017). ." " Therefore, notwithstanding the stockholder approval, the Court declined to apply the business judgment rule (as would ordinarily apply under Corwin v. KKR Financial Holdings LLC, 125 A.3d

Mergers 52

Mergers Private Equity Equities Capital 52

Shearman & Sterling

OCTOBER 17, 2016

. ("OM") arising from OM's cash-out merger with Apollo Global Management, LLC ("Apollo"). The conduct of directors in cash-out mergers is typically subject to enhanced scrutiny under Revlon. 2015), and dismissed the case. In re OM Group, Inc. S'holders Litig., 11216-VCS (Del. Holdings, LLC, 125 A.3d

Mergers 40

Mergers Business Sale Management 40

Shearman & Sterling

SEPTEMBER 6, 2016

Bouchard of the Delaware Court of Chancery dismissed a shareholder action seeking post-merger damages for breach of fiduciary duty against the directors and officers of C&J Energy Services, Inc. On August 24, 2016, Chancellor Andre G. City of Miami General Employees and Sanitation Employees Retirement Trust v. Comstock Jr., 3d 304 (Del.

Mergers 52

Mergers Pharmaceutical M&A Business 52

Shearman & Sterling

JANUARY 16, 2017

. ("Solera") that approved a go-private merger with an affiliate of Vista Equity Partners ("Vista"). In re Solera Holdings, Inc. Stockholder Litig., 11524-CB (Del. In doing so, Chancellor Bouchard relied on the doctrine set forth in Corwin v. KKR Financial Holdings LLC, 125 A.3d 3d 304 (Del. 3d 304 (Del. " Read More

Mergers 40

Mergers Equities Business 40

Solganick & Co.

OCTOBER 28, 2022

Solganick served as the exclusive advisor to Orlando, FL-based Pandera Systems , LLC (“Pandera Systems” or “Pandera”) in its strategic merger with Chicago, IL-based 66degrees (“66degrees”), backed by growth-oriented private equity firm Sunstone Partners. Founded in 2015, the firm has over $1.7 said Kevin Curley, Pandera Systems CEO.

Mergers 52

Mergers IT Mergers and Acquisitions M&A 52

Shearman & Sterling

JULY 18, 2017

2015) and In re Volcano Corp. 2016), the Court held the merger was "cleanse[d]" because "the disinterested stockholders of Diamond were fully informed and uncoerced when they overwhelmingly accepted the tender offer." § 251(h). Berkman, C.A. 12844-VCMR (Del. July 13, 2017). Relying on Corwin v. 3d 304 (Del.

Mergers 40

Mergers Mergers and Acquisitions Corporation Acquisitions 40

How2Exit

MAY 8, 2023

Ron Concept 1: Explore Business Acquisitions and Mergers Business acquisitions and mergers are an increasingly popular way for entrepreneurs to grow their businesses and increase their profits. Acquisitions and mergers allow businesses to expand into new markets, increase their customer base, and take advantage of economies of scale.

Mergers and Acquisitions 130

Mergers and Acquisitions Profitability Mergers Business 130

TechCrunch: M&A

AUGUST 22, 2023

Following rumors that it was exploring the sale of its weather business as part of a move to streamline operations, IBM says that it’s found a buyer for The Weather Company, the weather forecasting and information company it acquired in 2015.

Media 232

Media Business IT Portfolio 232

Shearman & Sterling

APRIL 18, 2017

. ("Paramount") in connection with Paramount's merger with Coeur Mining, Inc. ("Coeur"). 2015), and applied the business judgment rule to the directors' decision "because the [m]erger was approved by a fully informed and uncoerced vote of a majority of Paramount's disinterested stockholders."

Mergers 40

Mergers M&A Business 40

Shearman & Sterling

JULY 17, 2024

Plaintiff contended that certain post-signing equity grants allegedly violated a merger agreement and enabled the acquiror to negotiate a price reduction. 2015), because the transaction was "approved by a fully informed, uncoerced vote of the disinterested stockholders." June 21, 2024). KKR Financial Holdings LLC, 125 A.3d

Acquisitions 52

Acquisitions Mergers and Acquisitions Negotiation Corporation 52

Shearman & Sterling

MAY 16, 2016

645, 2015 (Del. The decision has significant implications for (i) the effect of stockholder approval of a merger on the standard of review and (ii) investment banker conflicts. Attencorough, No. May 6, 2016) (en banc). Read More

M&A 52

M&A Sale Mergers Investment 52

The Guardian: Mergers & Acquisitions

MAY 15, 2023

The potential sale comes after the group – whose five resorts in the UK and one in Ireland are known for their tropical-themed indoor pools, spas and activities for kids and their sometimes eye-watering fees – bounced back to a profit after being forced to close outlets under pandemic restrictions.

Private Equity 75

Private Equity IT Sale Equities 75

Shearman & Sterling

APRIL 11, 2017

2015)) and declined to dismiss the claims against the Board. In re Saba Software, Inc. Stockholder Litigation, C.A. 10697-VCS (Del. 31, 2017). ." " Therefore, notwithstanding the stockholder approval, the Court declined to apply the business judgment rule (as would ordinarily apply under Corwin v. KKR Financial Holdings LLC, 125 A.3d

Mergers 40

Mergers Private Equity Equities Capital 40

Shearman & Sterling

MAY 16, 2017

In re Cyan, Inc. Stockholders Litigation, C.A. 11714-CB (Del. May 11, 2017). Plaintiffs claimed that the board failed to disclose material information in the proxy statement, which allegedly prevented Cyan's shareholders from determining whether to pursue appraisal rights. KKR Financial Holdings LLC, 125 A.3d 3d 304, 308-09 (Del. Read more

Mergers 52

Mergers Public Trading Stock Corporation 52

Shearman & Sterling

MARCH 20, 2018

stockholder, Brookfield Asset Management, Inc. ("Brookfield"), arising out of Rouse's merger with Brookfield in 2016. 2015), to dismiss the claims against the special committee directors as well. . ("Rouse") and its 33.5% In Re Rouse Properties, Inc. Fiduciary Litigation, C.A. 12194-VCS (Del. 3d 304 (Del.

Asset Management 52

Asset Management Mergers Negotiation Management 52

Shearman & Sterling

SEPTEMBER 6, 2016

Bouchard of the Delaware Court of Chancery dismissed a shareholder action seeking post-merger damages for breach of fiduciary duty against the directors and officers of C&J Energy Services, Inc. On August 24, 2016, Chancellor Andre G. City of Miami General Employees and Sanitation Employees Retirement Trust v. Comstock Jr., 3d 304 (Del.

Mergers 40

Mergers Pharmaceutical M&A Business 40

Shearman & Sterling

OCTOBER 3, 2017

On September 28, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed stockholder class claims for breach of fiduciary duty brought against the former directors of The Fresh Market ("TFM") after its acquisition in a two-step merger by affiliates of Apollo Global Management, LLC ("Apollo").

Mergers and Acquisitions 52

Mergers and Acquisitions Mergers Acquisitions Management 52

Shearman & Sterling

OCTOBER 2, 2018

Newell Rubbermaid, Inc. ("Newell") acquired Jarden pursuant to a merger agreement executed on December 13, 2015, in a deal that closed on April 15, 2016. In re Appraisal of Jarden Corporation, C.A. 12456-VCS (Del. Petitioners filed for appraisal on June 14, 2016.

Corporation 52

Corporation Mergers IT 52

Shearman & Sterling

DECEMBER 12, 2017

2015), because the tender was not fully informed. The Court found that the failure to disclose that certain executives who received transaction-related benefits were the primary negotiators of the transaction constituted a material disclosure violation. KKR Financial Holdings LLC, 125 A.3d 3d 304 (Del.

Mergers 40

Mergers Negotiation Corporation Acquisitions 40

Shearman & Sterling

MAY 16, 2016

645, 2015 (Del. The decision has significant implications for (i) the effect of stockholder approval of a merger on the standard of review and (ii) investment banker conflicts. Attencorough, No. May 6, 2016) (en banc). Read More

M&A 40

M&A Sale Mergers Investment 40

Shearman & Sterling

JUNE 16, 2017

. ("Charter") regarding share issuances to, and a voting proxy agreement with, its largest stockholder, Liberty Broadband Corporation ("Liberty"), in connection with Charter's recent acquisition of Bright House Networks, LLC ("Bright House") and merger with Time Warner Cable ("TWC") (the "Acquisitions").

Mergers and Acquisitions 52

Mergers and Acquisitions Shares Acquisitions Corporation 52

Shearman & Sterling

JULY 17, 2018

Morrison v. 445, 2017 (Del. July 9, 2018). As discussed in our prior post on this case, the Court of Chancery dismissed claims that the sale process undertaken by TFM was a "sham" designed by TFM's founder to deliver the company into the hands of a favored suitor. KKR Financial Holdings LLC, 125 A.3d 3d 304 (Del.

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Mergers Shares 52

Shearman & Sterling

APRIL 9, 2019

Capital, LLC in a tender offer followed by a merger. 2015), and dismissed the claims because a majority of NCI's disinterested stockholders tendered their shares in an uncoerced and fully-informed tender offer. Bouchard of the Delaware Court of Chancery dismissed class action claims asserted by former shareholders of NCI, Inc.

Mergers and Acquisitions 52

Mergers and Acquisitions Shares Sale Mergers 52

How2Exit

SEPTEMBER 11, 2023

rn Summary: Trish Higgins, partner at Chinmark Holdings, shares her journey in the world of mergers and acquisitions (M&A) and holding companies. rn The Journey to Chenmark Holdings rn Trish Higgins and her partners started Chenmark Holdings in 2015 with a vision to buy and manage multiple small businesses.

Mergers and Acquisitions 130

Mergers and Acquisitions Business M&A Portfolio 130

The Deal

DECEMBER 19, 2023

Bomi Lee knew she wanted to specialize in M&A after working on two deals as a mid-level associate at Cravath, Swaine & Moore LLP in 2014 and 2015, she said on this week’s Drinks With The Deal podcast. “I I liked the strategy and the negotiations and the chess game element of M&A, the immediacy of M&A,” Lee said.

M&A 59

M&A Negotiation Sale Investors 59

InvestmentBank.com

AUGUST 14, 2019

to 6,078 in 2015. billion between 2013 and 2015, there had been decreases in round closings, from 6,098 to 5,536 in 2018. [1] In 2013 only $36.4 billion was funded in the industry with 5,176 funding rounds closed. The amount funded increased more than a fold to $78.1 billion and the number of rounds closed increased by 17.8%

Education 52

Education Mergers and Acquisitions Capital Investment 52

Shearman & Sterling

MAY 9, 2023

The action was brought after the Corporation acquired a portfolio company of an investor (the "Investor") in exchange for a 35% stake in the post-merger entity and entry into a stockholders' agreement that allegedly "restricted the [I]nvestor's voting and transfer rights." 2022-0624-MTZ (Del. May 1, 2023).

Telecommunication 52

Telecommunication Corporation Investors Portfolio 52

Shearman & Sterling

MAY 16, 2017

In re Cyan, Inc. Stockholders Litigation, C.A. 11714-CB (Del. May 11, 2017). Plaintiffs claimed that the board failed to disclose material information in the proxy statement, which allegedly prevented Cyan's shareholders from determining whether to pursue appraisal rights. KKR Financial Holdings LLC, 125 A.3d 3d 304, 308-09 (Del. Read more

Mergers 40

Mergers Public Trading Stock Corporation 40

Shearman & Sterling

MARCH 20, 2018

stockholder, Brookfield Asset Management, Inc. ("Brookfield"), arising out of Rouse's merger with Brookfield in 2016. 2015), to dismiss the claims against the special committee directors as well. . ("Rouse") and its 33.5% In Re Rouse Properties, Inc. Fiduciary Litigation, C.A. 12194-VCS (Del. 3d 304 (Del.

Asset Management 40

Asset Management Mergers Negotiation Management 40

Shearman & Sterling

OCTOBER 3, 2017

On September 28, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed stockholder class claims for breach of fiduciary duty brought against the former directors of The Fresh Market ("TFM") after its acquisition in a two-step merger by affiliates of Apollo Global Management, LLC ("Apollo").

Mergers and Acquisitions 40

Mergers and Acquisitions Mergers Acquisitions Management 40

Shearman & Sterling

OCTOBER 2, 2018

Newell Rubbermaid, Inc. ("Newell") acquired Jarden pursuant to a merger agreement executed on December 13, 2015, in a deal that closed on April 15, 2016. In re Appraisal of Jarden Corporation, C.A. 12456-VCS (Del. Petitioners filed for appraisal on June 14, 2016.

Corporation 40

Corporation Mergers IT 40