M & A Law Prof Blog

CCU: Banks' Motion for Summary Judgement in Texas

Here: Download defs_msj1.pdf

Now we know why they made that settlement offer. 

Opinion of Judge Freedman on Motion to Dismiss

She dismisses the claims against CC Media and Clear Channel:  Download helen_e_freedman1.pdf

PE Firms Redacted Response to Summary Judgment

Finally available:  Download plaintiffsoppositiontosjin_ny.pdf

ADS Complaint

Download Complaint.pdf

CCU Summary J. Motion

Download Memorandum_of_Law.pdf

More CCU Litigation Docs

Download ny_cc_media_motion_to_dismiss_counterclaim_4908.pdf

Download tx_banks_opposition_to_temp_injunction_4808.pdf

Parsons Stays Bear DE Action

No surprise:  Download memorandum_opinion1.pdf.  The penultimate line says it all: 

In this case, considering that the New York court has scheduled an expedited preliminary injunction hearing, the issues presented involve application of established precedents of Delaware corporate law to an unusual set of facts, which is unlikely to recur, and the persuasive practical reasons against embarking unnecessarily on a collision course with our sister court in New York in these extraordinary circumstances, I find Defendants have shown that failing to stay this action would result in overwhelming hardship.

CCU Summary Judgement

Download ccu_scheduling_order_2.pdf - Adobe Acrobat Standard.pdf This is the order for the summary judgement briefing action.  Tomorrow is a big day -- we'll see the banks' legal case.   

TravelCenters v. Brog

Last Friday, Chancellor Chandler issued a ruling from the bench deciding TravelCenters v. Brog.  The case was most notable for involving a notice by-law in a publicly traded LLC.  In the ruling he stated: 

limited liability companies are creatures of contract. They are entities governed strictly by the language set forth in their LLC agreements. It's that language that will in large part govern and control my decision today.

For those who read tea leaves this may be an indiciation that Chandler, at least, thinks that the doctrine of Delaware applying to proxy disputes and the shareholder vote (Blasius, Schnell, etc.) may not apply in the LLC paradigm.   For those who want more color here is the complaint, and I am sure that this will fit in well with the able work of Larry Ribstein. 

The day earlier Chancellor Chandler issued a brief order opinion allowing the expert testimony of the esteemed Professor Randall Thomas on federal securities law issues but not on Delaware law.  Chandler also permitted testimony on the issue of materiality since it is a mixed fact and law question.  As you may all remember Chandler has been a bit hard on the academy in permitting expert testimony, so this at least gives his thinking on where he will permit it (Bainbridge has previously had some good thoughts on this). 

Bear Documents

New York Complaint - Download in_re_bear_litigation_complaint.pdf

Transcript of Hearing Before Parsons -- Download bear_stearns_3.31.08 hearing transcript del.pdf

Remand Order

Download 4208_order_usdc_western_dist_texas.pdf .  When this was first filed I hadn't realized that CC Media was the S-4 filing vehicle.  Given this, its participation is valid, and the remand is rightly decided (yes, I know this is a self-serving statement).  It doesn't matter anyway since the order is non-appealable. 

The banks are backed into a corner at this point to the extent the private equity firms don't turn.  Expect a public settlement offer soon to the extent they are not talking already.

CCU Texas Remand Documents

Download ccu_emergency_motion_to_remand.pdf

Download ccu_reply_to_reponse_tx.pdf

Download ccu_sur_reply_tx.pdf

Download ccu_ltr_to_court.pdf

CCU -- Banks' Opposition to Expedited Proceedings in NY

Download ny_response_3_31_08.pdf

CCU Motion to Remand

Download ccu_emergency_motion_to_remand.pdf  Lot's of bold -- hard to see how CCU wins this one since CC Media is not a true party to the merger agreement. 

CCU Debt Commitment Letter

Here is the full copy.

IAC Opinion

Access it here

And now for something completely different

The Mills/McCartney divorce opinion

Bear Merger Agreement

Bear Stearns Merger Agreement

Jana Opinion

Access the Opinion here

Latest CCU v. Providence v. Wachovia Teleconference Transcript

From last Monday.  Access it here.  I refer to it today on my DealBook post Big Mac.