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Delaware Supreme Court Revives Stockholder Claims, Finding MFW Protections Were Not In Place Prior To Economic Negotiations

Shearman & Sterling

On April 5, 2019, the Delaware Supreme Court reversed in part and affirmed in part a decision of the Delaware Court of Chancery that had dismissed a stockholder challenge to an all-stock business combination between Earthstone Energy, Inc. ("Earthstone") and Bold Energy III LLC ("Bold"). April 5, 2019). 392, 2018 (Del.

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Delaware Supreme Court Revives Stockholder Claims, Finding MFW Protections Were Not In Place Prior To Economic Negotiations

Shearman & Sterling

On April 5, 2019, the Delaware Supreme Court reversed in part and affirmed in part a decision of the Delaware Court of Chancery that had dismissed a stockholder challenge to an all-stock business combination between Earthstone Energy, Inc. ("Earthstone") and Bold Energy III LLC ("Bold"). April 5, 2019). 392, 2018 (Del.

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Delaware Court Of Chancery Holds That A Special Committee Must Be Constituted Ab Initio In Order To Cleanse A Transaction Involving A Conflicted Board Majority

Shearman & Sterling

2019-0048-SG (Del. Although defendants did not contest that a majority of the board was conflicted, they argued that the claims should be dismissed under the business judgment rule because the deal was negotiated and approved by a special committee of unconflicted directors. prior to substantive economic negotiations."

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Introducing a New Term: ‘Negotiauctions’

Focus Investment Banking

I recently learned that two separate tire/service chains I had met with over the years had each transacted with single buyers that knocked on their doors in what we call a “negotiated” transaction. We saw how in 2019, Les Schwab Tire Centers publicly announced that they hired Goldman Sachs to sell the company.

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Delaware Court Of Chancery Holds That A Special Committee Must Be Constituted Ab Initio In Order To Cleanse A Transaction Involving A Conflicted Board Majority

Shearman & Sterling

2019-0048-SG (Del. Although defendants did not contest that a majority of the board was conflicted, they argued that the claims should be dismissed under the business judgment rule because the deal was negotiated and approved by a special committee of unconflicted directors. prior to substantive economic negotiations."

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Making and Keeping Commitments to Employees After a Merger

M&A Leadership Council

Once again, as in the case of other stakeholders, the answer involves ethics, law, and economics. Breaking a promise is not only wrong (and sometimes illegal), but it is likely to have negative economic consequences. United States of America: McGraw Hill, 2019. Yes, but each of these alternatives can be costly.

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Top 10 Cross-Border M&A Trends across the Pond

Cooley M&A

In spite of a general environment of political and economic uncertainty and a daily sprinkling of stock market volatility, trade wars, sanctions, the U.S. The following 10 key trends are underpinning hyperactivity in global M&A markets and are set to continue to shape deals well into 2019. Activism has grown not just in the U.S.

M&A 52