In recent years, we approached the point where nearly every M&A transaction attracted one or more merger objection lawsuit, which all too often was resolved through a “disclosure only settlement” in which the defendant company agreed to make supplemental deal document disclosures and to pay the plaintiffs’ attorneys fees, in exchange for a comprehensive release for the defendants. However, the courts in Delaware, the state where the majority of these cases were filed, have recently shown – in a series of rulings culminating with the Trulia decision last January — their unwillingness to approve these kinds of disclosure -only settlements where there is no material benefit for the company or its shareholders.
Continue Reading More About Litigation Reform Bylaws: Will “No Pay” Provisions Succeed Where Forum Selection Bylaws Have Failed?