DealLawyers.com Blog

We recently put the finishing touches on the annual update for the Practical M&A Treatise. This 966-page resource covers a broad range of topics, including the mechanics of an M&A transaction, documentation, disclosure, tax, accounting, antitrust, contractual transfer restrictions, successor liability, antitakeover & fiduciary duties of directors and controlling stockholders. The new edition features over 60 pages of new and updated content on a variety of topics, including:

– Recent Delaware cases addressing “efforts” clauses, earnout terms, reliance disclaimers, the implications of disclosure schedules, tortious interference claims, aiding and abetting claims targeting buyers, and claims targeting controlling stockholder transactions;

– Market practice regarding expectancy damages in merger agreements following the adoption of Section 261(a)(1) of the DGCL;

– Antitrust developments, including the new HSR form, enforcement actions targeting alleged HSR violations, the return of structural remedies and other changes to merger review and enforcement;

– Developments in shareholder activism, including “zero slate” campaigns, the impact of universal proxy on contested elections and activist campaigns, and recent litigation challenging advance notice bylaws;

– The new safe harbor for transactions with officers, directors and controlling stockholders and the other changes to the DGCL put in place by SB 21, and the approach that Nevada and Texas take to conflicted controller transactions.

The Practical M&A Treatise is available online as part of an upgraded DealLawyers.com membership. It’s also incorporated into our “Deal U Workshop” – an essential online course for more junior M&A lawyers, with nearly 60 podcasts and 30+ situational scenarios to test your knowledge.  Sign up by emailing us at sales@ccrcorp.com, or by calling 1-800-737-1271 to get access today.

– John Jenkins