Weekly Opinion Summaries
Mergers & Acquisitions Cases

Table of Contents

MERGERS & ACQUISITIONS CASES

• Arkansas Teacher Ret. Sys. v. Caiafa
• Shroyer v. New Cingular Wireless Servs., Inc.

MERGERS & ACQUISITIONS CASES

Supreme Court of Delaware, May 24, 2010
Arkansas Teacher Ret. Sys. v. Caiafa, No. 530, 2009
In an objection to the Vice Chancellor's approval of a settlement among a majority of Countrywide stockholders, Countrywide directors, and Bank of America (BOA), related to Countrywide's merger with BOA, denial of the objection is affirmed where the Vice Chancellor did not abuse his discretion by holding that objector's derivative suit claims for breach of asserted duties were worthless and, therefore, added no conceivable value to the merger. Read more...

U.S. 9th Circuit, May 26, 2010
Shroyer v. New Cingular Wireless Servs., Inc., No. 08-55028
In an action claiming that Cingular Wireless, after its merger with AT&T;, disregarded its obligations under plaintiff's phone service contract with AT&T; by failing to provide adequate service coverage and requiring plaintiff to sign a different contract with defendant if he desired to get the service that AT&T; had contracted to provide under the first agreement, and that Cingular misrepresented and omitted key facts about the consequence of the merger to the FCC, dismissal of the complaint is affirmed in part where: 1) "all the advantages that only the nation's largest wireless company can provide" was a vague statement and provided nothing concrete upon which plaintiff could reasonably rely; 2) plaintiff failed to allege that he actually read or heard the alleged misrepresentations; and 3) violations of the common law of unfair competition and breach of contract did not alone violate California's Unfair Competition Law. However, the dismissal is reversed in part where plai! ntiff's complaint sufficiently stated a claim that Cingular breached its contract with him. Read more...