
Dan Brecher
Counsel
212-286-0747 dbrecher@sh-law.comFirm Insights
Author: Dan Brecher
Date: January 8, 2013
Counsel
212-286-0747 dbrecher@sh-law.comShareholder approval is often one of the biggest hurdles in merger and acquisition (M&A) transactions. State law as well as the target company’s charter and bylaws generally govern the exact percentage of shares that must sign off on any proposed deal. For instance, in Delaware, where many large companies are incorporated, a merger must be approved by a majority of the outstanding stock entitled to vote.
In this case, a majority of Knight shares must approve the merger, according to documents filed with the SEC. Several large shareholders, including TD Ameritrade and the Jeffries Group, have already voiced support for the proposed cash and stock deal valued at $1.4 billion. However, lawsuits may still hinder the deal’s approval.
Lawsuits challenging M&A deals have increased dramatically in recent years, particularly for high-value deals. Here, at least one lawsuit seeking class-action status has been filed in Delaware. It alleges that the proposed deal undervalues Knight stock and seeks to block the merger in its current form. The price is “unfair and grossly inadequate,” and will deny investors “their right to share proportionately and equitably in the true value of the company’s valuable and profitable business, and future growth,” according to the pleading.
If you have any questions about the proposed deal or would like to discuss other legal issues related to mergers and acquisitions, please contact me, Dan Brecher, or the Scarinci Hollenbeck attorney with whom you work.
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Secured transactions form the backbone of a wide range of business dealings, including business loans, mortgages, and inventory financing. Because the stakes are often high and relatively minor oversights can have drastic consequences, lenders and borrowers should thoroughly understand how to form an enforceable security agreement that protects their legal rights. What Is a Secured […]
Author: Dan Brecher
Cashing a check marked “paid in full” can be a risky endeavor, particularly if you don’t fully understanding the legal implications. If you are owed more than the amount of the check you accept and deposit, you may waive your right to collect the full disputed amount. That is why you should consider either rejecting […]
Author: Dan Brecher
The One Big Beautiful Bill Act of 2025 (OBBBA) significantly impacts federal taxes, credits, and deductions. A key change relating to Qualified Small Business Stock (QSBS) allows greater tax-free gains for investments in startups and other qualifying small businesses. Company founders and other investors should understand how the enhanced tax strategy works or risk missing […]
Author: Dan Brecher
Corporate consolidation involves two or more businesses merging to become a single larger entity. The result is often a stronger and more competitive company that can better navigate today’s competitive marketplace. What Is Corporate Consolidation? Corporate consolidation closely resembles a basic merger transaction. The primary difference is that a consolidation creates an entirely new business […]
Author: Dan Brecher
Business law plays a critical role in nearly every aspect of running a successful enterprise, from negotiating a commercial lease to drafting employee policies to fulfilling corporate disclosure obligations. Understanding what is business law and your legal obligations can help your business run smoothly and build productive relationships with clients, business partners, regulators, and others. […]
Author: Dan Brecher
Corporate transactions can have significant implications for a corporation and its stakeholders. For deals to be successful, companies must act strategically to maximize value and minimize risk. It is also important to fully understand the legal and financial ramifications of corporate transactions, both in the near and long term. Understanding Corporate Transactions The term “corporate […]
Author: Dan Brecher
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Consider subscribing to our Firm Insights mailing list by clicking the button below so you can keep up to date with the firm`s latest articles covering various legal topics.
Stay informed and inspired with the latest updates, insights, and events from Scarinci Hollenbeck. Our resource library provides valuable content across a range of categories to keep you connected and ahead of the curve.
Let`s get in touch!
Sign up to get the latest from the Scarinci Hollenbeck, LLC attorneys!