DealLawyers.com Blog

We have posted the transcript for the recent webcast: “Post-Closing Claims: What Really Happens.”

John Grossbauer of Potter Anderson notes: Last week, the Delaware Supreme Court affirmed the decision of the Court of Chancery in Viacom v. Winshall. That decision confirmed a decision by BDO LLP as Resolution Accountants concerning earn-out payments from Viacom arising from the sale of Harmonix Music Systems. The Court broadly construed the authority of the accountants acting as arbitrators to determine the scope of matters the accountants were to resolve. The decision emphasizes the finality of post-closing accounting determinations and the care that must be taken in drafting and following them.

As explored in this article about how Carl Icahn’s tweet in the midst of the Dell deal costs him $2k to make corrective SEC filings, taking to social media when a deal is pending must be done cautiously. In our upcoming webcast – “The Use of Social Media in Deals” – we will be analyzing the parameters, as well as going over examples where social media was leveraged to help deals go through…

This July-August issue of the Deal Lawyers print newsletter was just sent to the printer and includes articles on:

– The Merger Tarantella: Considerations in Post-Merger Corporate Governance
– The In-House Perspective: Post Merger Governance
– Activist Shareholders in the U.S.: A Changing Landscape
– Appraisal Rights: The Next Frontier in Deal Litigation?
– The Standard of Review in Going Private Transactions: Delaware’s Long Awaited Clarification

If you’re not yet a subscriber, try a “Rest of ’13 for Half-Price” no-risk trial to get a non-blurred version of this issue on a complimentary basis.

John Grossbauer of Potter Anderson notes: Last week, Delaware Vice Chancellor Parsons issued this opinion in Merion Capital v. 3M Cogent. The Court in this case awarded petitioners $10.87 per share as the fair value determined under Section 262, compared with a merger price of $10.50. Petitioners had argued for a value of $16.26, and the company had argued for a value of $10.12. In the opinion, the Vice Chancellor gave no weight to the negotiated merger price, citing the Supreme Court’s Golden telecom opinion and the relevant facts. He also gave no weight to the company’s comparable transactions and comparable companies analyses, finding them unreliable here given, among other things, small sample sizes. He then engaged in a detailed and substantive analysis of the competing DCF analyses. Among other things, he discussed the use of management projections, finding them more reliable here than plaintiff’s proffered cash flow numbers. Finally, the Court rejected the argument that interest should not be awarded because petitioners bought their shares after the announcement of the merger and because of alleged delay in prosecution of the appraisal action.

In this podcast, Mark Gerstein of Latham & Watkins discusses the firm’s new global mergers & acquisitions app (and the related daily video series covering the “Word of the Day”), including:

– How long did it take to put together this app?
– What is the best way for practitioners to use it?
– Any surprises since you launched?
– Any plans for other apps?

By the way, Latham also has a new “Anti-Bribery and Anti-Corruption App.” Check it out…

Over on his blog, Ken Adams recently ran this blog about how to handle voluminous schedules…

Tune in tomorrow for the webcast – “Post-Closing Claims: What Really Happens” – to hear Goodwin Procter’s Larry Chu and Shareholder Representative Service’s Paul Koenig analyze what truly happens in deals – including practice tips to make your post-closing claim process go as smoothly as possible. Here are Course Materials to print out in advance…

Recently, the DOJ, at the request of the FTC, filed a complaint against MacAndrews & Forbes Holdings charging it with violating the HSR Act when it acquired voting shares of Scientific Games – and the company settled to pay civil penalties of $720,000. Learn more in the memos posted in our “Antitrust” Practice Area.

A few days ago, the IRS issued Revenue Procedure 2013-32 to announce a new “no-rules” policy that impacts spin-offs and reorganization. Effective for ruling requests received after August 23rd, the IRS will no longer rule on whether a transaction qualifies for nonrecognition treatment under sections 332, 351, 355, 368 and 1036 of the Internal Revenue Code in an effort to conserve resources. Instead, the IRS will rule only on “significant issues” arising under these provisions. Learn more in the memos posted in our “Tax” Practice Area.