Mergers and Acquisitions

In the recent decision of In Re Trulia Inc. Stockholder Litigation, C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016), which we discussed here, the Court made clear that disclosure-only settlements will be subject to a high level of scrutiny, and the disclosures must be “plainly material” for the Court to approve the settlement.

In the recent decision of In re Riverbed Technology Inc. Stockholders Litig., C.A. No. 10484-VCG (Dec. 2, 2015), the Court of Chancery granted fees to an unsuccessful objecting party to a settlement involving litigation pertaining to a merger deal.  In so holding, the Court provided:

[T]he effect of an amicus submission is to

The Delaware Supreme Court in Corwin v. KKR Financial Holdings LLC, No. 629, 2014 (Del. Oct. 2, 2015), has recently issued an opinion of substantial import in connection with the standard of review utilized by the Court in the context of a merger transaction, which is a must-read for all D&O litigation attorneys

Under Section 262 of the Delaware General Corporation Law (“DGCL”), the Court is authorized to add simple or compound interest to the appraised value to a dissenting shareholder.

The Court has discretion whether to award simple or compound interest.  In some cases, the court has simply awarded the legal rate of interest, or the Federal

In a prior post, we discussed valuation methodologies utilized by the Delaware Court of Chancery.  The Court of Chancery generally utilizes a discounted cash flow methodology in appraisal proceedings.

However, Delaware courts have incorporated other elements of future value in their valuation processes, so long as these elements were not “speculative.” For example, the

Addressing an issue that has been for the first time squarely presented to any Delaware Court, the Court of Chancery in In Re MFW Shareholders Litigation, C.A. No. 6566-CS, May 29, 2013,  ruled that “when a controlling stockholder merger has, from the time of the controller’s first overture, been subject to (i) negotiation and

In the recent decision of Ehlen v. Conceptus, Inc., C.A. No. 8560-VCG (Del. Ch. May 24, 2013), the Court of Chancery ruled on a motion to expedite filed by Plaintiff Ehlen, in connection with his request to preliminarily enjoin a merger. Through the Complaint, Plaintiff alleged that the Conceptus directors breached their fiduciary