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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. Stockholder litigation.

M&A 59
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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

Panera Bread was a publicly traded company that JAB Holdings B.V. 26, 2015), the court found that plaintiffs had not waived their appraisal rights because the controlling stockholder did not strictly adhere to the terms of the stockholders’ agreement. took private in 2017 for $315/share. 1] In Halpin v. Riverstone Nat’l, Inc.