all - Opinion Summaries

MCKESSON HBOC, INC. v. NEW YORK STATE COMMON RETIREMENT FUND, INC.

Corporation & Enterprise Law, M&A, Securities Law
Neither a merger agreement nor a prospectus controls the relationship between a surviving corporation and shareholders, but the corporation cannot...

ROXFORD v. AMERITECH CORP.

Commercial Law, Contracts, M&A
The language of a contract under California law left no doubt that plaintiff promised to send confidential information to defendant, and where no such...

WESTMORELAND COAL CO. v. ENTECH, INC.

Contracts, Corporation & Enterprise Law, Dispute Resolution & Arbitration, M&A, Securities Law
An acquiring company's objections directed at an asset value's accounting treatment alleged breaches of representation or warranty, for which the...

KRASNER v. MOFFETT

Corporation & Enterprise Law, M&A
A stockholder class action sufficiently alleged facts to suggest that a merger transaction was not approved by a majority consisting of disinterested...

MOR-COR PACKAGING PRODS., INC. v. INNOVATIVE PACKAGING CORP.

Commercial Law, Contracts, Corporation & Enterprise Law, M&A
In a breach of contract action under Wisconsin law, further proceedings are necessary to determine whether a proposed acquisition was incompatible...

NEUBAUER v. GOLDFARB

Contracts, Corp. Governance, Corporation & Enterprise Law, M&A, Securities Law
Waiver of corporate directors' and majority shareholders' fiduciary duties to minority shareholders in private close corporations is against public...

CORP. EXPRESS OFFICE PRODS., INC. v. PHILLIPS

Corporation & Enterprise Law, Labor & Employment Law, M&A
In contrast to an asset purchase, neither a 100 percent purchase of corporate stock nor a corporate merger affects the enforceability of non-compete...

AES CORP. v. DOW CHEM. CO.

Commercial Law, Contracts, Corporation & Enterprise Law, M&A, Securities Law
Non-reliance clauses in documents relating to transactions in which plaintiff acquired the stock of defendant's subsidiary did not render plaintiff's...

HARTMARX CORP. v. ABBOUD

Corporation & Enterprise Law, M&A, Sanctions, Securities Law
Investors' purportedly false statements concerning financing for a proposed deal, and actions taken in acquisition efforts, did not run so far afoul...

OMNICARE, INC. v. NCS HEALTHCARE, INC.

Corp. Governance, Corporation & Enterprise Law, M&A
Voting agreements and other defensive measures protecting a merger transaction are both preclusive and coercive in the absence of an effective...