The second set of proposed market practice amendments are those in response to the Activision case. In that case, Chancellor McCormick gave the selling board a knuckle-wrapping for failing to adhere to § 251's requirement that "(b) The board of
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Buh-bye 141(a), here’s your hat, what’s your hurry?
I wonder what poor § 141(a) did to deserve such an ignoble end. It’s served the state and the corporate law well. Same with certificates of incorporation and bylaws. They did a pretty good job. They could be amended easily…
It’s a bad idea, right? F– it, it’s fine.
Hi. Back again. I've generally taken a hiatus from blogging, but felt it important to come back and put some things on the record, as it were. If this has not been on your radar, in the past two months…
Robinhood goes public
Robinhood just filed its S-1, proposing to raise $2 bn on a $35 bn valuation. Robinhood is continuing what has become de rigueur by now – a dual class structure that ensures the founders will control the company once…
Prejudiced in the extreme…
OK, the summer, if you can call being locked in one's home since March the "summer", is winding down and I'm starting to think about the school year again. Just in time for that, there's another of Rick Climan and…
CFP: AALS Transactional Law Section
Here's the annual call for papers from the AALS Transactional Law Section: The AALS Section on Transactional Law and Skills is pleased to announce a program titled The New Public Interest in Private Markets: Transactional Innovation for Promoting Inclusion during the…
The new appraisal litigation
Since DFC and Dell, it seemed to many that appraisal as a thing for public companies was dead.
Walk Rights Tutorial
What do to when you contract to buy a "Tesla" but end up with a "Chevy Volt"? Rick Climan and Keith Flaum offer up another in their mock negotiations. This one deals with walk rights in the accuracy of representations…
The Shadow Pill is a Powerful Thing
You've likely seen that Xerox is has been making sounds about acquiring HP. Last week HP rejected Xerox's unsolicited $33 billion to acquire it in a letter that characterized the offer as significantly undervaluing the company. While it left…
Consequential Damages and Buyer Power
Here's another in a line of useful cartoons on merger agreement provisions – this time on carveouts for Consequential Damages. The cartoon also takes the opportunity to describe the "buyer power ratio" recently developed by the ABA Business…