How Are Fiduciary Duties Applicable to Decisions Authorizing Changes to Corporate Capital? The first post in this series analyzed whether shareholders may seek remedies.
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On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in
In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1 billion go-private, all-cash sale of Pattern Energy Group Inc. (“Pattern Energy” or the “Company”) to Canada Pension Plan Investment Board (“Canada Pension”). The transaction was narrowly approved by 52% of the Pattern Energy stockholders on March 10, 2020, with both ISS and Glass Lewis recommending stockholders vote against the sale. The sale closed on March 16, 2020.
Despite having many of the traditional hallmarks of a sound sales process a disinterested and independent special committee authorized to conduct the process, non-conflicted legal and financial advisors counseling the special committee, and multiple viable potential buyers submitting offers the Court denied a motion to
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Corwin Cleansing Denied Again: Delaware Court of Chancery Green Lights Claims Alleging Loyalty Breaches Tainting Company Sales Process in In re Pattern Energy Group Inc. Stockholders Litigation Tuesday, May 18, 2021
On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in
In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1 billion go-private, all-cash sale of Pattern Energy Group Inc. (“Pattern Energy” or the “Company”) to Canada Pension Plan Investment Board (“Canada Pension”)
1. The transaction was narrowly approved by 52% of the Pattern Energy stockholders on March 10, 2020, with both ISS and Glass Lewis recommending stockholders vote against the sale. The sale closed on March 16, 2020.
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While litigation against special purpose acquisition companies (“SPACs”) has been historically rare, the increase in SPAC offerings and transactions portends increased litigation, particularly with respect to a SPAC’s acquisition of a target company (
i.e., the “de-SPACing” transaction). To date, the sparse case law and commentary on SPAC litigation has primarily focused on federal securities lawsuits, including the sort of Pavlovian-disclosure lawsuits that commonly follow any public M&A transaction. Much less focus by courts and commentators has thus far been paid to the potentially more significant risk that is the subject of this article: Whether the de-SPACing transaction is subject to entire fairness scrutiny?