Mergers and Acquisitions in a Nutshell

Jeffrey J. Haas, Southwestern School of Law

Dale A. Oesterle, Ohio State University College of Law

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Outline

• Expanded material on "material adverse effect" clauses in light of COVID-19.
• Recent caselaw developments stemming from M & F Worldwide.
• Recent changes to DGCL Section 144 impacting controller transactions designed to stop publicly traded Delaware corporations from "DExiting" the state.
• The replacement of the Blasius compelling justification standard in favor of Coster's "muscular" Unocal approach to inequitable conduct by boards of directors.
• SEC amendments to Schedules 13D/G.
• New FTC guidance on HSR Notification and Report Form filings.

Learn more about this series.