Takeover Litigation in 2015


Takeover Litigation in 2015

Matthew D. Cain

U.S. Securities and Exchange Commission

Steven Davidoff Solomon

University of California, Berkeley – School of Law; University of California, Berkeley – Berkeley Center for Law, Business and the Economy

January 14, 2016


This report provides preliminary statistics for takeover litigation in 2015. Takeover litigation was substantially disrupted in 2015 by the Delaware courts’ willingness to challenge “disclosure only” settlements. For the full year, lawsuits were brought in 87.7% of completed takeovers versus 94.9% in 2014. However, the lawsuit rate dropped precipitously in the fourth quarter of 2015 to 21.4% of all transactions in the wake of Delaware’s challenge. There were also substantial delays in the approval of litigation settlements and attorneys’ fee awards. Multi-jurisdictional litigation continued its sharp decline, falling approximately 50% from its 2012 high. Despite the higher rates of dismissals, large awards and settlements were give in litigation arising from the Rural/Metro, Dole and Freeport-McMoRan transactions, among others.

Number of Pages in PDF File: 10

Keywords: merger litigation, takeover litigation, Delaware, jurisdictional competition, peppercorn paper

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