You are looking at 1 - 2 of 2 items

  • Author or Editor: Lawrence A. Hamermesh x
Clear All Modify Search
You do not have access to this content

Lawrence A. Hamermesh and Jacob J. Fedechko

This chapter addresses the interaction among representative stockholder suits brought in multiple, competing jurisdictions. Focusing on the US and Delaware context, they articulate an approach to limiting litigants’ incentives to file quickly and settle quickly. The chapter proposes a framework for courts to assess adequacy of representation when considering the preclusive effects of a prior judgment.

You do not have access to this content

Lawrence A. Hamermesh and Jacob J. Fedechko

This chapter reviews multiple ways in which judicial opinions in Delaware litigation involving mergers and acquisitions have influenced the process and content of such transactions. The courts achieve this influence by characterizing conduct as salutary or problematic, by validating or invalidating elements of transactions, and by providing interpretations of the agreements governing those transactions. As illustrations, this chapter reviews the impact of judicial opinions on use of fairness opinions, drafting of material adverse change (‘MAC’) clauses, the demise of two-tier tender offers, the emergence of poison pills, the use of special committees, the scope and content of deal protection measures, and disclosure of investment banker conflicts of interest.