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The head of AlixPartners LLP's Italian unit, AlixPartners SRL, testified in Delaware's Chancery Court on Monday that a fired managing director accused of stealing more than 133,000 sensitive files before leaving in 2019 may have caused "incalculable" damage to the New York-based global consulting business. ....
ADVERTISEMENT Chancery OKs $15M Towers-Watson Merger Claim Settlement Law360 (May 25, 2021, 5:49 PM EDT) Towers Watson & Co. shareholders secured the final, $15 million portion Tuesday of a combined $90 million state and federal settlement of challenges to an $18 billion merger, with a Delaware Chancery Court ruling that included a $3.75 million fee for Kessler Topaz Meltzer & Check LLP and Grant & Eisenhofer PA. Chancellor Kathaleen S. McCormick, ruling during a video conference proceeding, approved all provisions of the $15 million Delaware settlement, intended to end stockholder litigation over claims that the 2015 Towers merger with Willis Group was structured to favor major Willis investor ValueAct Capital Management LP, with help from Towers. ....
IN THIS ISSUE A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal Securities Laws to Solicitation of Foreign Investors; Delaware Court of Chancery Applies Business Judgment Rule in Dismissing Buyout Action Against Icahn.
On April 30, 2021, in Snow Phipps Group, LLC v. KCake Acquisition, Inc. (Del. Ch.), Chancellor Kathaleen S. McCormick issued an order compelling affiliates of Kohlberg & Company, LLC to close their planned $550 million acquisition of DecoPac Holdings Inc., a supplier of cake decorations and technology for use in supermarket bakeries. Opening with a quote from Julia Childs (“A party without cake is just a meeting”), the court describes the decision as a “victory for deal certainty” and offers a detailed analysis of several common contractual provisions, and their operat ....
To embed, copy and paste the code into your website or blog: On April 30, 2021, then-Vice Chancellor (now Chancellor) Kathaleen S. McCormick of the Delaware Court of Chancery issued a post-trial decision addressing an array of important topics in the busted deal context following a private equity buyer s attempt to terminate its $550 million acquisition of a private cake decorating company. In this decision Snow Phipps Group, LLC v. KCAKE Acquisition, Inc. the court rejected the buyer s attempt to terminate the deal on the basis of an alleged material adverse change (MAC) in the target s business and the target s alleged failure to operate in the ordinary course. The court also found that the buyer had breached its contractual obligations to use reasonable best efforts to work toward a definitive credit agreement for the acquisition. The court ordered specific performance, requiring the buyer to close the transaction. ....
ADVERTISEMENT ADVERTISEMENT Chancery OKs Keker Van Nest $19.6M Fee In Shire Ruling Law360 (April 27, 2021, 11:08 PM EDT) The Delaware Chancery Court Tuesday handed pharmaceutical company Shire a $19.6 million legal bill to cover a contingency fee owed to Keker Van Nest & Peters LLP after shareholders of a company Shire acquired won a dispute over a $45 million merger earnout. Vice Chancellor Kathaleen S. McCormick swept aside Shire US Holdings Inc. s objections that the fee was excessive, noting that plaintiff Shareholder Representative Services LLC which represented stockholder claims to post-merger payments retained Keker Van Nest on a contingent fee basis because it was running out of cash needed to press what proved to be a winning. ....