Shearman & Sterling

FEBRUARY 14, 2017

On February 9, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of a breach of fiduciary duty action brought by former shareholders of Volcano Corporation in connection with the acquisition of Volcano in a two-step all-cash tender offer and merger pursuant to Delaware General Corporation Law Section 251(h).

Mergers 52

Mergers Mergers and Acquisitions Shares Business 52

Shearman & Sterling

JULY 18, 2017

July 13, 2017). 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. Relying on Corwin v. KKR Financial Holdings LLC, 125 A.3d

Mergers 52

Mergers Mergers and Acquisitions Corporation Acquisitions 52

Shearman & Sterling

JANUARY 9, 2017

On January 4, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Court of Chancery of the State of Delaware dismissed a putative class action complaint against United Capital Corporation ("United Capital"), its board of directors, and A.F. In re United Capital Corp., Stockholders Lit., 11619-VCMR (Del.

Mergers 40

Mergers Capital Stock Corporation 40

Shearman & Sterling

MARCH 14, 2017

On March 6, 2017, in a decision authored by Justice Margot Botsford, the Massachusetts Supreme Judicial Court affirmed the dismissal of an action for breach of fiduciary duty brought by former shareholders of EMC Corporation against its directors in connection with its merger with Dell Inc., 129 Benefit Fund v. Read more

Corporation 40

Corporation IT Funds Mergers 40

Shearman & Sterling

FEBRUARY 14, 2017

On February 9, 2017, the Supreme Court of the State of Delaware affirmed the dismissal of a breach of fiduciary duty action brought by former shareholders of Volcano Corporation in connection with the acquisition of Volcano in a two-step all-cash tender offer and merger pursuant to Delaware General Corporation Law Section 251(h).

Mergers 40

Mergers Mergers and Acquisitions Shares Business 40

Shearman & Sterling

JULY 18, 2017

July 13, 2017). 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. Relying on Corwin v. KKR Financial Holdings LLC, 125 A.3d

Mergers 40

Mergers Mergers and Acquisitions Corporation Acquisitions 40

Shearman & Sterling

SEPTEMBER 9, 2020

Travis Laster of the Delaware Court of Chancery ruled that neither Cigna Corporation ("Cigna") nor Anthem, Inc. ("Anthem") were entitled to the billions of dollars in damages and fees the parties sought in connection with a failed merger between the two companies (the "Merger"). 2017-0114-JTL (Del.

Mergers 52

Mergers Corporation IT 52

Shearman & Sterling

AUGUST 22, 2017

On August 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder suit asserting breach of fiduciary duty claims against the directors of MeadWestvaco Corporation ("MW") in connection with MW's strategic stock-for-stock merger with Rock-Tenn Company ("RockTenn").

Mergers 52

Mergers Stock Corporation Investors 52

Shearman & Sterling

JULY 25, 2017

On July 21, 2017, Vice Chancellor J. Sprint Corporation, et al. & Clearwire Corporation, C.A. July 21, 2017). per share, notwithstanding that the transaction closed at $5.00 per share, notwithstanding that the transaction closed at $5.00 ACP Master, Ltd., & ACP Master, Ltd., 8508-VCL, C.A. 9042-VCL (Del.

Discounted Cash Flow 52

Discounted Cash Flow DCF Corporation Mergers 52

Shearman & Sterling

MARCH 7, 2017

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in a two-step merger. 12931-VCG, 2017 WL 752179 (Del. Weingarten v. Monster Worldwide Inc.,

Corporation 40

Corporation Mergers Shares 40

Shearman & Sterling

SEPTEMBER 9, 2020

Travis Laster of the Delaware Court of Chancery ruled that neither Cigna Corporation ("Cigna") nor Anthem, Inc. ("Anthem") were entitled to the billions of dollars in damages and fees the parties sought in connection with a failed merger between the two companies (the "Merger"). 2017-0114-JTL (Del.

Mergers 40

Mergers Corporation IT 40

Shearman & Sterling

FEBRUARY 14, 2017

On February 2, 2017, in Gordon v. Verizon Communications, Inc., 653084/13 (N.Y. at *21; see also In re Colt Indus. S'holder Litig., 2d 154 (N.Y. 1990), aff'd as modified sub nom. Colt Indus. S'holder Litig.

Mergers 52

Mergers Corporation Acquisitions 52

Shearman & Sterling

SEPTEMBER 6, 2017

Stern, C.A. 12498-VCG (Del. The Court found that the complaint failed to plead that the directors acted in bad faith, and thus dismissed the claims, notwithstanding that certain of the allegedly inadequate disclosures—if raised in a pre-closing suit—likely would have warranted injunctive relief pending corrective disclosures.

Mergers 52

Mergers Manufacturing Sale Corporation 52

Shearman & Sterling

SEPTEMBER 26, 2017

On September 18, 2017, Judge John Michael Vazquez of the U.S. In so holding, the Court agreed with plaintiffs that the surviving bank, BCB, had inherited Pamrapo's D&O policy following the merger in accordance with the New Jersey Business Corporation Act ("NJBCA"). Read more

Insurance 52

Insurance Banking Bank Mergers 52

Shearman & Sterling

DECEMBER 12, 2017

​On November 30, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed breach of fiduciary duty claims against the board of Opower, Inc. ("Opower") in connection with Opower's acquisition by Oracle Corporation ("Oracle"). Van der Fluit v. Yates, C.A. 12553-VCMR (Del.

Mergers 40

Mergers Negotiation Corporation Acquisitions 40

Shearman & Sterling

AUGUST 22, 2017

On August 17, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed a shareholder suit asserting breach of fiduciary duty claims against the directors of MeadWestvaco Corporation ("MW") in connection with MW's strategic stock-for-stock merger with Rock-Tenn Company ("RockTenn").

Mergers 40

Mergers Stock Corporation Investors 40

Shearman & Sterling

JULY 25, 2017

On July 21, 2017, Vice Chancellor J. Sprint Corporation, et al. & Clearwire Corporation, C.A. July 21, 2017). per share, notwithstanding that the transaction closed at $5.00 per share, notwithstanding that the transaction closed at $5.00 ACP Master, Ltd., & ACP Master, Ltd., 8508-VCL, C.A. 9042-VCL (Del.

Discounted Cash Flow 40

Discounted Cash Flow DCF Corporation Mergers 40

Shearman & Sterling

MAY 16, 2017

May 11, 2017). In re Cyan, Inc. Stockholders Litigation, C.A. 11714-CB (Del. 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.

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Mergers Public Trading Stock Corporation 52

TechCrunch: M&A

JUNE 13, 2023

The online party planning platform Punchbowl is rebranding to create a parent organization called Sincere Corporation. In 2017, CEO and founder Jon Wegener left the company to work for Snap. Additionally, it is also acquiring the personal memory capsule app Timehop — and yes, it still exists.

IT 184

IT Acquisitions Funds Corporation 184

Shearman & Sterling

FEBRUARY 14, 2017

On February 2, 2017, in Gordon v. Verizon Communications, Inc., 653084/13 (N.Y. at *21; see also In re Colt Indus. S'holder Litig., 2d 154 (N.Y. 1990), aff'd as modified sub nom. Colt Indus. S'holder Litig.

Mergers 40

Mergers Corporation Acquisitions 40

Shearman & Sterling

JUNE 16, 2017

On May 26, 2017, Vice Chancellor J. May 26, 2017) (Transcript). Shortly thereafter, according to a transcript of a June 1, 2017 settlement conference, the advisor settled the claims against it for $35 million, to be funded pursuant to the indemnification agreement. In re Good Tech. Stockholder Litig., 11580-VCL (Del. Read more

Mergers 52

Mergers Funds Corporation IT 52

Shearman & Sterling

SEPTEMBER 6, 2017

Stern, C.A. 12498-VCG (Del. The Court found that the complaint failed to plead that the directors acted in bad faith, and thus dismissed the claims, notwithstanding that certain of the allegedly inadequate disclosures—if raised in a pre-closing suit—likely would have warranted injunctive relief pending corrective disclosures.

Mergers 40

Mergers Manufacturing Sale Corporation 40

Shearman & Sterling

SEPTEMBER 26, 2017

On September 18, 2017, Judge John Michael Vazquez of the U.S. In so holding, the Court agreed with plaintiffs that the surviving bank, BCB, had inherited Pamrapo's D&O policy following the merger in accordance with the New Jersey Business Corporation Act ("NJBCA"). Read more

Insurance 40

Insurance Banking Bank Mergers 40

Shearman & Sterling

MAY 16, 2017

May 11, 2017). In re Cyan, Inc. Stockholders Litigation, C.A. 11714-CB (Del. 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.

Mergers 40

Mergers Public Trading Stock Corporation 40

Shearman & Sterling

MARCH 20, 2018

393, 2017 (Del. As discussed in our post regarding that decision, plaintiffs argued that merger consideration was improperly diverted into payments for two management directors. March 15, 2018). Stern, C.A. 12498-VCG (Del.

Manufacturing 52

Manufacturing Sale Mergers Corporation 52

Peak Frameworks

SEPTEMBER 12, 2023

Historical Background Milestones One of the significant milestones of the WTO in the last decade includes the Trade Facilitation Agreement in 2017 , which aimed to simplify customs procedures, making trade cheaper and faster. China trade wars, with tariffs being imposed back and forth, posed challenges for corporate finance teams.

Trading 52

Trading Corporate Finance Private Equity Finance 52

Shearman & Sterling

JUNE 16, 2017

On May 26, 2017, Vice Chancellor J. May 26, 2017) (Transcript). Shortly thereafter, according to a transcript of a June 1, 2017 settlement conference, the advisor settled the claims against it for $35 million, to be funded pursuant to the indemnification agreement. In re Good Tech. Stockholder Litig., 11580-VCL (Del. Read more

Mergers 40

Mergers Funds Corporation IT 40

Shearman & Sterling

MAY 9, 2017

May 2, 2017). The alleged breaches included (i) failing to spin off VMware to activist EMC stockholder Elliot Associates, (ii) selling VMware to a "known looter," (iii) restricting VMware's operations under the merger agreement and (iv) Denali's issuance of so-called "tracking stock." VMware, Inc.,

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Mergers and Acquisitions Acquisitions Mergers Corporation 40

TechCrunch: M&A

APRIL 20, 2023

It’s a relative rarity in consumer electronics, a category dominated by corporations like Samsung, Apple and Sony, which are (perhaps understandably) somewhat risk averse. Co-founder and CEO Kyle Slater left Nura in 2017 and most recently served as the CPO of Melbourne-based medical technology company, Seer.

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Medical Electronics IT Portfolio 230

InvestmentBank.com

AUGUST 14, 2019

For instance, there was an increase in the teaching of online courses from 30% in 2016 to 42% in 2017. The main consumers in EdTech include K-12 and other students who participate in the educational programs, as well as higher educational institutions and corporations that develop EdTech products. There was $18.1 from China with $1.7

Education 52

Education Mergers and Acquisitions Capital Investment 52

Cleary M&A and Corporate Governance Watch

AUGUST 15, 2023

1] the Court denied dismissal of claims alleging that company officers breached their fiduciary duties by failing to provide adequate information to minority investors in connection with a tender offer by the controlling member and a subsequent squeeze-out merger. in cash in a squeeze-out merger. [6] in cash thereafter.

Mergers 52

Mergers Investors Management Corporation 52

Shearman & Sterling

JUNE 16, 2017

May 31, 2017). Sciabacucchi v. Liberty Broadband Corp., 11418-VCG (Del.

Mergers and Acquisitions 52

Mergers and Acquisitions Shares Acquisitions Mergers 52

Shearman & Sterling

JUNE 30, 2020

On June 22, 2020, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery granted a motion to dismiss a derivative claim for aiding and abetting breaches of fiduciary duty brought by stockholders of Oracle Corporation against the CEO and Chairman of NetSuite, Inc., 2017-0337-SG (Del. In Re Oracle Corp. June 22, 2020).

Mergers and Acquisitions 52

Mergers and Acquisitions Negotiation Mergers Corporation 52

Shearman & Sterling

MARCH 20, 2018

393, 2017 (Del. As discussed in our post regarding that decision, plaintiffs argued that merger consideration was improperly diverted into payments for two management directors. March 15, 2018). Stern, C.A. 12498-VCG (Del.

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Manufacturing Sale Mergers Corporation 40

The Deal

JUNE 22, 2023

for an undisclosed sum in 2020; of eVestment for $705 million in 2017; and of International Securities Exchange Holdings Inc. Avinash Mehrotra and Geddes Johnson at Goldman, Sachs & Co. Goldman Sachs Bank USA and JPMorgan Chase Bank NA are providing Nasdaq with bridge financing for the deal. Lam and Veblen counseled Nasdaq on its $2.75

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Private Equity S&P Equities Finance 98

The Deal

FEBRUARY 6, 2024

The seller’s in-house team on the deal includes general counsel Nicole Jones, chief counsel – corporate transactions and tax law Lisa Burnett and chief counsel Cigna Healthcare and deputy general counsel, legal Erin Wessling. O’Melveny worked with HCSC on the 2017 sale of TMG Health Inc. Kelly and Alexander E.

Insurance 52

Insurance M&A Sale Business 52

The Deal

AUGUST 16, 2023

was founded as GPM Investments LLC in 2003 and went public in 2020 via a merger with a SPAC. million minority stake in Arko in 2017. -based Arko, the sixth largest convenience chain in the U.S., Harvest Partners acquired a $62.5 The firm owns a 8.51% stake in the business as of March 31, according to FactSet.

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Mergers and Acquisitions Acquisitions Food IT 52