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Mergers and Acquisitions Deal Litigation under Delaware Corporation Law by Peter B. Morrison ,Edward P. Welch ,Edward B. Micheletti ,Stephen D. Dargitz

Mergers and Acquisitions Deal Litigation under Delaware Corporation Law

By Edward P. Welch, Edward B. Micheletti , Peter B. Morrison, Stephen D. Dargitz
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Overview

Mergers, acquisitions, and other business combinations involving large companies very frequently give rise to litigation. The archetypal “deal litigation” case is the action, filed on behalf of a class of the acquired company’s stockholders, alleging that the directors of the company breached their fiduciary duties in connection with the transaction. The alleged breaches run the gamut from a failure to seek alternatives, to an attempt by the directors to entrench themselves, to self-dealing. Although not all of these cases are without merit, it is a fact of modern life that many of these types of actions are filed quickly after the announcement of a transaction, often relying on the same allegations that have been made in dozens or even thousands of previous complaints.

Mergers and Acquisitions Deal Litigation under Delaware Corporation Law examines the process by which these (and other actions that frequently arise from mergers and acquisitions) are litigated. Other common types of deal litigation include litigation between two parties to a transaction concerning provisions of their agreement, summary actions to determine the proper membership of a corporation’s board of directors, and complaints by unsuccessful bidders.

Mergers and Acquisitions Deal Litigation under Delaware Corporation Law focuses primarily on litigation in the Delaware Court of Chancery. Not only does that court hear many of the most important deal litigation cases, but it historically has been at the forefront of shaping the law of directors’ fiduciary duties generally. This book also addresses case law from courts in other jurisdictions in cases governed by Delaware law. In addition, we discuss the companion litigation that is sometimes filed in federal courts, which have exclusive jurisdiction over, among other things, claims based on the Securities Exchange Act of 1934.

Mergers and Acquisitions Deal Litigation under Delaware Corporation Law is your one-stop resource for all the most up-to-date information available, providing you with:

  • Expert insight and experienced detail of all the practical issues that arise in the litigation of M&A matters under the Delaware laws, including pretrial motions, discovery, trial practice, and appeals
  • Detailed coverage of the all-important electronic discovery strategies central to compliance and litigation
  • Invaluable and insightful practical guidance for the securities and M&A practitioners, offering quick access to information that is relevant to all stages of pre-trial, trial, and post-trial practice, including Guidelines to Help Lawyers Practicing in the Court of Chancery, and Court of Chancery Guidelines for Preservation of Electronically Stored Information.

Last Updated 08/06/2018
Update Frequency Updated annually
Product Line Wolters Kluwer Legal & Regulatory U.S.
ISBN 9781454816065
SKU 10046350-7777
Table of Contents

Chapter 1. THRESHOLD CONSIDERATIONS

  • § 1.01 Initial Filings
  • § 1.02 Filing Considerations in the Delaware Court of Chancery

Chapter 2. INITIAL MOTION PRACTICE

  • § 2.01 Initial Motion Practice
  • § 2.02 Types of Initial Motions

Chapter 3. MOTIONS TO DISMISS

  • § 3.01 Personal Jurisdiction
  • § 3.02 Standing
  • § 3.03 Derivative Claims
  • § 3.04 Statute of Limitations and Laches
  • § 3.05 Dispositive Motions Based on Conclusory Allegations
  • § 3.06 Director Exculpation

Chapter 4. CLAIMS BY STOCKHOLDERS

  • § 4.01 Fiduciary Duties and Standards of Review
  • § 4.02 Claims Commonly Brought in Deal Litigation

Chapter 5. DISCLOSURE CLAIMS

  • § 5.01 Claims Alleging False and Misleading Disclosures or Omissions
  • § 5.02 Commonly Alleged Disclosure Deficiencies
  • § 5.03 Information That May Generally Be Omitted From Disclosures

Chapter 6. CLAIMS BY ACQUIRORS, SELLERS, AND UNSUCCESSFUL BIDDERS

  • § 6.01 Frequently Litigated Merger Agreement Provisions
  • § 6.02 Is There a Contract?
  • § 6.03 Claims by Unsuccessful Bidders

Chapter 7. STATUTORY PROCEEDINGS: INSPECTION, ADVANCEMENT, ELECTIONS, AND APPRAISAL

  • § 7.01 Proceedings to Enforce Inspection Rights
  • § 7.02 Summary Proceedings for Advancement of Litigation Expenses
  • § 7.03 Proceedings to Determine Validity of Elections and Related Issues -- Section 225 Actions
  • § 7.04 Statutory Appraisal Proceedings

Chapter 8. DISCOVERY

  • § 8.01 General Discovery Considerations
  • § 8.02 Discoverability of Electronic Information

Chapter 9. PRIVILEGE AND CONFIDENTIALITY

  • § 9.01 Confidentiality Stipulations and Orders
  • § 9.02 Privilege Issues

Chapter 10. ORAL ARGUMENT, EXPERTS, PRETRIAL MOTIONS, AND TRIAL PRACTICE

  • § 10.01 Oral Argument Practice
  • § 10.02 Expert Witnesses
  • § 10.03 Pretrial Motions
  • § 10.04 Trial Practice

Chapter 11. SETTLEMENT AND ATTORNEYS’ FEES

  • § 11.01 Settlement Process and Procedure
  • § 11.02 Attorneys’ Fees and Related Issues

Chapter 12. APPEALS PRACTICE

  • § 12.01 Timing Considerations
  • § 12.02 Practice and Custom in the Delaware Supreme Court
  • § 12.03 Panel Configurations
  • § 12.04 Security for Appeals
  • § 12.05 Motion Practice in the Delaware Supreme Court
  • § 12.06 Motion to Affirm
  • § 12.07 Other Delaware Supreme Court Rules Special Provisions
  • § 12.08 Briefs
  • § 12.09 Argument

Chapter 13. PROCEDURAL CONSIDERATIONS FOR ACTIONS ARISING UNDER FEDERAL SECURITIES LAWS

  • § 13.01 Overview
  • § 13.02 Jurisdiction
  • § 13.03 Preliminary Procedural Considerations Under the Private Securities Litigation Reform Act (PSLRA)

Chapter 14. PRIVATE RIGHTS OF ACTION UNDER THE FEDERAL SECURITIES LAWS

  • § 14.01 Overview
  • § 14.02 Limitations on the Applicability of the Federal Securities Laws to Claims Involving Mergers
  • § 14.03 Securities Act of 1933
  • § 14.04 Securities Exchange Act of 1934

APPENDIX 1. GUIDELINES TO HELP LAWYERS PRACTICING IN THE COURT OF CHANCERY

  • Exhibit 1. Sample Scheduling Stipulation for Motion to Dismiss
  • Exhibit 2. Sample Scheduling Stipulation for Cross-Motions on Summary Judgment
  • Exhibit 3. Sample Scheduling Stipulation for Summary Proceeding
  • Exhibit 4. Sample Scheduling Stipulation for a Motion for Preliminary Injunction
  • Exhibit 5. Sample Scheduling Stipulation for a Plenary Action
  • Exhibit 6. Sample Expert Discovery Stipulation
  • Exhibit 7. Sample One-Tier Confidentiality Stipulation With Exhibit A
  • Exhibit 8. Sample Two-Tier Confidentiality Stipulation With Exhibit A
  • Exhibit 9. Sample Settlement Scheduling Order

APPENDIX 2. COURT OF CHANCERY GUIDELINES FOR PRESERVATON OF ELECTRONICALLY STORED INFORMATION

Table of Cases (Delaware Jurisdictions)

Table of Cases (Other Jurisdictions)

Table of Statutes

Index

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