Orrick Lawyers Co-Author Article on M&A Strike Suits

Law360
July.11.2014

Securities litigation and regulatory enforcement partner Jim Kramer, managing associate David Keenan, and senior associate M. Todd Scott co-authored an article about the requirements for filing mergers and acquisitions strike suits in Delaware Chancery Court. The article, “How Not to Bring M&A Suits — Lessons from Chancery Court,” was published by Law360.

An excerpt from the article is below.

In a virtual course on how to bring — or not bring — a mergers and acquisitions strike suit, on June 30, the Delaware Chancery Court dismissed all shareholder claims against a merger target and its acquirer, ending nearly two years of litigation. Though the allegations are familiar in the strike-suit context, the 45-page opinion that this roughly $100 million merger yielded is notable for its methodical tour of Delaware fiduciary duty law, 102(b)(7) exculpatory provisions and so-called Revlon duties. The roadmap opinion should be required reading for directors considering a merger.

Authors

James N. Kramer Partner, Securities Litigation, Class Actions and Shareholder Derivative Lawsuits, White Collar, Investigations, Securities Litigation & Compliance

San Francisco; Silicon Valley

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D:+1 415 773 5923
E: [email protected]

Practice:

Securities Litigation, Class Actions and Shareholder Derivative Lawsuits
White Collar, Investigations, Securities Litigation & Compliance
Trials

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James N. Kramer Partner

San Francisco; Silicon Valley

Recognized as a leader in Securities Litigation by Chambers USA, clients praise Jim as, “a spectacular relationship manager” and tell the publication, “Jim is one of the first people I will call to think through an issue. I would use him for any securities matters.” Jim is also regularly featured among Benchmark Litigation’s list of the nation’s Leading Litigators.

Jim is a frequent lecturer on securities and class action litigation and an editor for the Securities Reform Act Litigation Reporter. Jim is past chair of the Embarcadero YMCA Board of Managers and remains active in YMCA philanthropy. In his spare time, he enjoys time with his family and is a recreational long course triathlete.

M. Todd Scott Senior Associate, Securities Litigation, Class Actions and Shareholder Derivative Lawsuits, Securities Litigation

San Francisco

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D:+1 415 773 5992
E: [email protected]

Practice:

Securities Litigation, Class Actions and Shareholder Derivative Lawsuits
Securities Litigation
Corporate Governance
White Collar, Investigations, Securities Litigation & Compliance
Strategic Advisory & Government Enforcement (SAGE)

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M. Todd Scott Senior Associate

San Francisco

Todd regularly advises companies and their boards on corporate governance best practices and fiduciary and disclosure duties, and has extensive experience in responding to shareholder litigation demands and other shareholder activism.

Before joining the firm, Todd was an associate at the San Francisco office of Clifford Chance US LLP. In his spare time, Todd is a musician, screenwriter and father to three fantastic kids.

Related Areas

White Collar, Investigations, Securities Litigation & Compliance