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DE Court Adheres to Plain Meaning of Acquisition Agreement Terms
Consistency in the interpretation and application of frequently used language and constructs in acquisition agreements is certainly a key element in giving corporate dealmakers the confidence to pursue M&A transactions. Accordingly, it is comforting when a dispute over the meaning of familiar M&A agreement provisions is resolved by a court in a manner consistent with the common understanding of how these provisions should work.
Such was the case in a recent decision of the Delaware Court of Chancery in Winshall v. Viacom International Inc., Civil Action No. 6074-CS (Del. Ch. Dec. 12, 2012). By granting summary judgment to selling stockholders in a dispute with media giant Viacom International over its 2006 purchase of Harmonix Music Systems, the court refused to allow Viacom to proceed with claims that the language of its acquisition agreement did not support.
The DOJ's Corporate Enforcement Policy: One Year Later
The DOJ's Criminal Division issued three declinations since the issuance of the revised CEP a year ago. Review of these cases gives insight into DOJ's implementation of the new policy in practice.
The DOJ's New Parameters for Evaluating Corporate Compliance Programs
The parameters set forth in the DOJ's memorandum have implications not only for the government's evaluation of compliance programs in the context of criminal charging decisions, but also for how defense counsel structure their conference-room advocacy seeking declinations or lesser sanctions in both criminal and civil investigations.
Use of Deferred Prosecution Agreements In White Collar Investigations
This article discusses the practical and policy reasons for the use of DPAs and NPAs in white-collar criminal investigations, and considers the NDAA's new reporting provision and its relationship with other efforts to enhance transparency in DOJ decision-making.
Bankruptcy Sales: Finding a Diamond In the Rough
There is no efficient market for the sale of bankruptcy assets. Inefficient markets yield a transactional drag, potentially dampening the ability of debtors and trustees to maximize value for creditors. This article identifies ways in which investors may more easily discover bankruptcy asset sales.
A Lawyer's System for Active Reading
Active reading comprises many daily tasks lawyers engage in, including highlighting, annotating, note taking, comparing and searching texts. It demands more than flipping or turning pages.