In a recent bench ruling in Re Plains Exploration, the Delaware Court held that a special committee was not required to take the lead in merger negotiations in circumstances where almost all of the members of the board were independent and free from conflict in connection with the transaction.
In Re Plains Exploration, the Delaware Court denied the plaintiff shareholders’ request to enjoin a merger between Plains Exploration & Production Company and Freeport-McMoRan Copper & Gold even though the Plains’ board (a) did not shop Plains before agreeing to merge with Freeport, (b) did not conduct a “pre” and … Continue Reading
Given the complexities of a typical business acquisition, it is frequently the case that immigration issues slip well down the priority list for such a transaction. From dealing with entry into Canada for the purpose of conducting due diligence, to deciding whose responsibility it is to employ foreign workers post transaction, immigration issues should be on any foreign acquiror’s checklist.
In a situation where a foreign-based company is purchasing a Canadian company and needs to have its personnel enter Canada to conduct due diligence, in many instances representatives of the purchaser can enter as business visitors, as long as they … Continue Reading
The recent Delaware ruling in In Ancestry.com Inc. Shareholder Litigation provides a cautionary tale relating to a target company developing aggressive projections during an auction process.
The Relevant Facts
Following the announcement of a going-private transaction, some shareholders of Ancestry.com filed suit in the Delaware Court of Chancery alleging, among other things, that the board preferred the interests of the winning bidder over shareholders. Previously:
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- Ancestry hired Qatalyst Partners LLP as its financial advisor and initiated an auction process.
- Ancestry’s management prepared “bullish” projections for the auction process. Notably, Ancestry does not develop long-term projections in the usual course of