Shearman & Sterling

JULY 28, 2021

On July 9, 2021, Vice Chancellor Slights of the Delaware Court of Chancery held in a lengthy post-trial opinion that defendant Hill-Rom, Inc. ("Hillrom") was not excused from closing its acquisition of plaintiff Bardy Diagnostics, Inc. ("Bardy"), a medical device company, due to a Material Adverse Effect ("MAE"). Bardy Diagnostics, Inc., et al. v.

Medical 52

Medical Mergers and Acquisitions Acquisitions Mergers 52

Cooley M&A

JULY 9, 2021

In a string of seminal decisions from 2017 through 2019 ( DFC Global , Dell and Aruba ), the Delaware Supreme Court re-shaped appraisal jurisprudence, in each case by overturning the Court of Chancery for failing to give adequate weight to deal price as the most reliable indicator of fair value. In the Delaware appraisal decisions that have followed, the court has consistently found deal price (minus synergies) to be the most reliable indicator of fair value, so long as there was a sufficiently

Mergers and Acquisitions 52

Mergers and Acquisitions Sale Shares Entertainment 52

Barkclays

JULY 8, 2021

Barclays Research analysts Jeff Meli and Brad Rogoff debate whether near record high corporate bond valuations have come unmoored from market fundamentals. Barclays Research analysts Jeff Meli and Brad Rogoff debate whether near record high corporate bond valuations have come unmoored from market fundamentals.

Valuation 40

Valuation Corporation 40

Shearman & Sterling

JULY 13, 2021

On June 28, 2021, in an en banc opinion authored by Chief Justice Collins J. Seitz, Jr., the Delaware Supreme Court reversed a decision by the Delaware Court of Chancery, which had upheld a contested stock sale by the board of UIP Companies, Inc. (the "Company"). Coster v. UIP Cos., Inc., No. 49, 2020 (Del. June 28, 2021). Plaintiff was one of the Company's two equal stockholders.

Sale 52

Sale Stock IT 52

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Business

Shearman & Sterling

JULY 7, 2021

On June 28, 2021, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery dismissed a derivative lawsuit brought by a stockholder of FedEx Corporation (the "Company") against the Company's directors for failure to plead that pre-suit demand on the board would have been futile. Pettry v. Smith, et al., No. 2019-0795-JRS (Del.

Transportation 52

Transportation Government Corporation 52

Shearman & Sterling

JULY 13, 2021

On June 28, 2021, in an en banc opinion authored by Chief Justice Collins J. Seitz, Jr., the Delaware Supreme Court reversed a decision by the Delaware Court of Chancery, which had upheld a contested stock sale by the board of UIP Companies, Inc. (the "Company"). Coster v. UIP Cos., Inc., No. 49, 2020 (Del. June 28, 2021). Plaintiff was one of the Company's two equal stockholders.

Sale 40

Sale Stock IT 40

Shearman & Sterling

JULY 7, 2021

On June 28, 2021, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery dismissed a derivative lawsuit brought by a stockholder of FedEx Corporation (the "Company") against the Company's directors for failure to plead that pre-suit demand on the board would have been futile. Pettry v. Smith, et al., No. 2019-0795-JRS (Del.

Transportation 40

Transportation Government Corporation 40

Cooley M&A

JULY 21, 2021

On July 9, President Joe Biden issued an executive order on “Promoting Competition in the American Economy.” With 72 initiatives and directives by more than a dozen federal agencies, the order seeks to aggressively “reduce the trend of corporate consolidation, increase competition, and deliver concrete benefits to America’s consumers, workers, farmers, and small businesses.”.

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Mergers and Acquisitions Mergers Pharmaceutical M&A 40