M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

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Wednesday, October 12, 2011

Skyworks arbitration

Here's a tidbit from the ongoing Skyworks/AATI arbitration:

A preliminary hearing was held before Chancellor Leo Strine of the Delaware Court of Chancery on October 7, 2011 on the petitions for arbitration filed on September 26, 2011 by Skyworks Solutions, Inc., a Delaware corporation, against Advanced Analogic Technologies Incorporated and the petition for arbitration filed on September 23, 2011 by AATI against Skyworks in the Delaware Court of Chancery in connection with the parties' May 26, 2011 Merger Agreement. At the preliminary hearing, Chancellor Strine ordered the two petitions consolidated for all purposes of the arbitration proceedings, and ordered that the arbitration hearing take place on November 28, 29 and 30 and, if additional time is needed, one or more days during the week of December 5.

OK, that's ten weeks from filing to hearing. Although the results will be confidential, both parties have obligations to file something under the securities rules, so we'll presumably be able to find out the outcome of the arbitration hearing.  What won't happen is that the result of the hearing will not become part of the Delaware common law.  So, if for example the court were to find that there was a MAC, no one else can rely on the decision, or its reasoning, to plan transactions or counsel clients about how future courts might decide.

-bjmq

October 12, 2011 in Material Adverse Change Clauses | Permalink | Comments (4) | TrackBack (0)

Monday, October 10, 2011

Innkeepers MAC settlement talks

According to Reuters, Innkeepers and Cerberus are now in settlement talks:

Innkeepers USA Trust is in talks to resolve litigation over the collapse of a planned $1.12 billion asset sale to Cerberus Capital Management Chatham Lodging Trust .

Innkeepers Chief Restructuring Officer Marc Beilinson said in a statement that the two sides were negotiating on Monday, but no agreement had been reached.

You'll remember that Cerberus tried to get Innkeepers to renegotiate its transaction before calling a MAC. Although Cerberus' MAC claim seemed weak, the strategy seems to nevertheless have worked.  Presumably settlement negotiations will lead to a repricing of the transaction before it goes forward. 

-bjmq

Reuters update:

A source close to the talks told Reuters discussions began over the weekend and that the sides had exchanged proposals and were far along in the process. The deal would feature a reduction in the purchase price, said this person, who spoke anonymously on details of a possible settlement because the talks are private.

October 10, 2011 in Material Adverse Change Clauses | Permalink | Comments (0) | TrackBack (0)

Sunday, October 9, 2011

Blog sweeps

File this under shameless self-promotion. It looks like this blog has been nominated to the Top 25 Business Law Blogs of 2011.  If you have the time and inclination, drop by the LexisNexis site and comment/vote on the M&A Law Prof Blog. Each comment is counted as a vote for the blog - here's the link.

Thanks to all for reading and supporting this blog.

-bjmq 

 

LexisNexis Corporate & Securities Law Community 2011 Top 50 Blogs

 

October 9, 2011 | Permalink | Comments (0) | TrackBack (0)