article thumbnail

MAEjor Ruling: Delaware Court of Chancery Finds Target Suffers Material Adverse Effect and Acquirer Could Back Out of Transaction

Cooley M&A

Accordingly, in negotiating MAE definitions, parties should ensure that they carefully allocate risks, including: systemic risks (risks which are beyond the control of the parties and affect companies generally). business risks (risks arising from the ordinary operation of the party’s business).

article thumbnail

Gibson Dunn Offers 2022 Year-End Securities Litigation Update

Reynolds Holding

This figure is significantly lower than in 2016, when the Delaware Court of Chancery effectively put an end to the practice of disclosure-only settlements in In re Trulia Inc. 2016), which helped drive the increase in merger-objection filings between 2015 and 2017. 38 million is also the highest average settlement value since 2016.

Insiders

Sign Up for our Newsletter

This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply.

Trending Sources

article thumbnail

Gibson Dunn Offers 2022 Mid-Year Securities Litigation Update

Reynolds Holding

There, Novinger sought to strike a provision in his 2016 settlement agreement with the SEC, preventing him from saying anything in public that might dispute any of the SEC’s allegations against him. 2. Failure To Disclose Specific Risks. The Court Once Again Asked To Consider Gag Rule In Novinger. Novinger , 40 F.4th

article thumbnail

How ESG Ratings Can Affect a Firm’s Cost of Equity

Reynolds Holding

trillion in 2016. Investors in firms that emphasize ESG qualities appear to greatly reduce risk and earn returns that exceed those of conventional investments (Derwall et al., This surge is part of a global trend: The Global Sustainable Investment Alliance (GSIA) estimates that sustainable asset values in the U.S., Guenster, R.

Equity 40
article thumbnail

Morrison & Foerster Discusses the Foreign Corruption Risks of Electric Vehicle Production

Reynolds Holding

In December 2016, Brazilian chemical company Braskem S.A. Factors such as industry and geographical region, both of which tend to be higher-risk for EV battery production, are specifically listed as warranting consideration when determining things such as third-party compensation and monitoring. billion to resolve the U.S.

article thumbnail

Compulsion No, Opportunity Yes in the Delaware Law of Externalities

Reynolds Holding

560 (2016). [2] Shareholder Litigation , 2016 WL 5874974 (Del. 2016) (Laster, VC), affd 164 A.3d Controllers may limit managerial agency costs, but their self-interest produces so-called controlling shareholder agency costs. [2] 3] A specialized financial intermediary, the asset manager, has exploded in significance. [4]