Market Review and Outlook -
Slowing economic growth, equity market volatility, stubborn inflation, rising interest rates and geopolitical tensions combined to create a hostile environment for M&A activity in 2022, with...more
Corporate books and records demands are on the rise. And as the Delaware courts have made it easier for shareholders to demonstrate a proper purpose to seek inspection, corporations increasingly must defend these actions by...more
The outbreak of COVID-19 in the first quarter of 2020 inflicted an unprecedented shock on the global economy. In the first half of the year, growth stalled, the US unemployment rate reached its highest level since the Great...more
The economic disruption caused by the COVID-19 pandemic has caused certain companies to rethink previously agreed-upon strategic transactions. Other companies, determined to close, have filed suit to compel wavering...more
On May 18, 2020, Massachusetts announced a four-phase reopening plan, parts of which took immediate effect. Phase 1 is the “Start” phase, during which “limited industries [may] resume operations with severe restrictions.”...more
In response to the COVID-19 pandemic, governors of 49 states have issued executive orders restricting operations or closing categories of businesses and/or requiring residents to shelter-in-place. These orders vary...more
On August 6, 2019, New York Commercial Division Justice Andrew Borrok held that the discovery stay under the Private Securities Litigation Reform Act (PSLRA) applies to Securities Act claims filed in state court, and entered...more
In the past few years, there has been a dramatic rise in the number of M&A disclosure lawsuits filed in federal court. Recently, courts have begun to fight back against this nuisance litigation using different approaches. ...more
Despite generally favorable macroeconomic conditions, high levels of cash among strategic acquirers and low interest rates, the number of reported M&A transactions and deal value worldwide both declined for the second...more
On June 9, 2016, the New York Court of Appeals issued its decision in Ambac Assurance Corp. v. Countrywide Home Loans Inc. and held that the common interest doctrine protects only communications among deal parties that are...more
In IBEW Local No. 129 Benefit Fund v. Tucci, the Massachusetts Supreme Judicial Court (SJC) affirmed the dismissal of direct claims for breach of fiduciary duty by EMC shareholders challenging the merger of EMC and Dell, Inc....more
It used to be that boards of public companies being acquired would routinely face one or (likely) more lawsuits alleging the directors breached their fiduciary duties because they had agreed to sell too cheaply or engaged in...more