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Merger And Acquisition Litigation

Merger and Acquisition Litigation


Merger and Acquisition Litigation — a type of claim frequently made against the directors and officers of companies involved in merger activity. Such claims are also commonly referred to as "merger objection claims." Litigation often results from these situations because the directors and officers of both the acquiring and the acquired company face a number of conflicts and related obstacles in the event of a merger or similar business transaction. For example, the directors and officers of the company being acquired will be inclined to reject all buyout offers, no matter how favorable they may be for their company's stockholders. This is because such individuals are likely to lose their jobs as a result of the buyout. Similarly, the directors and officers of the acquiring company are confronted with the possibility that its own shareholders could allege that they paid too much for the company they have acquired. Given these (and other) exposures accompanying corporate merger activity, nearly every decision reached by directors and officers under these circumstances may be subject to attack as an alleged violation of their fiduciary duties. Accordingly, by 2010, 87.3 percent of all corporate consolidations were met with a merger objection claim, based on research by Matthew D. Cain and Steven Davidoff Solomon in Takeover Litigation in 2014, February 20, 2015. In response, underwriters of directors and officers liability insurance policies began adding special, higher retentions to their forms, which applied only to claims involving mergers and acquisitions. For example, if a policy contained a $100,000 self-insured retention (SIR), an insurer might impose a $500,000 SIR for merger objection claims.

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