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Archive by tag: Wickersham & Taft LLPReturn

Delaware Court of Chancery Confirms Market-Based Factors Constitute the Best Indicators of Fair Value

Three recent Delaware Court of Chancery appraisal decisions offer a wealth of guidance not only regarding the determination of a merger partner’s fair value, but also regarding elements that potentially undermine a quality sale process and strategic...By: Cadwalader, Wickersham & Taft LLP
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State Attorneys General Jolt Antitrust Enforcement

Over the past year, State Attorneys General have stepped into what they describe as a void of antitrust enforcement at the federal level.  AGs have commenced investigations and brought antitrust actions across industry segments, including financial...By: Cadwalader, Wickersham & Taft LLP
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Blurring the Lines: Dolan v. Altice Demonstrates the Potentially Unexpected and Significant Impact that “Boilerplate” Provisions Can Have on Merger Agreement Interpretation

In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and “bespoke” provisions that...By: Cadwalader, Wickersham & Taft LLP
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FTC Issues Reminder Regarding Interlocking Directorates

The FTC recently reminded market participants to take steps to avoid violating the per se prohibition on interlocking directorates under Section 8 of the Clayton Act. The FTC referred to its previous post on Section 8, which urged firms to monitor...By: Cadwalader, Wickersham & Taft LLP
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FTC Charges Two Japanese Corporations with Alleged HSR Avoidance Scheme

Two Japanese corporations each agreed to pay $2.5 million to settle Federal Trade Commission (“FTC”) charges of violating the premerger notification and waiting period requirements under the Hart-Scott-Rodino (“HSR”) Act....By: Cadwalader, Wickersham & Taft LLP
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