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Delaware Chancery Court Dismisses Breach Of Fiduciary Duty And Quasi-Appraisal Claims Under Corwin

Shearman & Sterling

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

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Delaware Chancery Court Dismisses Breach Of Fiduciary Duty And Quasi-Appraisal Claims Under Corwin

Shearman & Sterling

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

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SPAC Trend Gives Rise to Securities Enforcement and Litigation Risks

Cooley M&A

A SPAC is a publicly traded shell company with no underlying operating business that seeks to merge with a target operating company. According to Nasdaq , in 2015, SPACs made up approximately 12% of the IPO market, but by 2020, that number had risen to approximately 53%. What is a SPAC. In In re Benjamin H.

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Keeping Up with Delaware Appraisal Jurisprudence Since Aruba: Deal Price Reigns Supreme, But Will Recent Decision Lead to More Arbitrage?

Cooley M&A

To determine the fair value of Regal’s common stock at the effective time of the merger, the court reduced the deal price by $3.77/share, Panera Bread was a publicly traded company that JAB Holdings B.V. share, which represented the portion of the deal price attributable to projected synergies. took private in 2017 for $315/share.

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Transfer Traps: Considerations for Dual-Class Companies Contemplating M&A Transactions

Cooley M&A

In addition, currently public dual-class companies with transfer provisions that do not contain clear carve outs for the delivery of voting agreements in the M&A context should discuss with their advisers the possibility of adopting “clear day” amendments to their charters to include these carve outs.

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