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

Shearman & Sterling

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.

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

Shearman & Sterling

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.

Mergers 40
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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.

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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.

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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.

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Momentum Builds for Ophthalmology Recapitalizations

Focus Investment Banking

Traditional terminal exit routes for private equity-backed companies are to larger strategic acquirers (often public companies) and IPOs, where a private company becomes publicly traded. However, the type of larger company that would be interested in buying physician practice management (PPM) companies has been unknown. dental).