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Tag Archives: Corporate Merger

Contract – Corporate Merger – Brothers’ Companies – Tort/Negligence – Fiduciary Duties (access required)

Olympus Managed Health Care, Inc. v. American Housecall Physicians, Inc. The parties’ early agreements – such as their letter of intent – all contemplated a formal merger agreement. The parties’ attorneys collected signatures and held them in escrow pending the scheduled closing. When plaintiffs postponed the merger the day before the scheduled closing, the merger agreement had not become binding; therefore, plaintiffs did not breach the merger agreement.

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Civil Practice – Class Action – Corporate Merger – Settlement – Standard of Review – First Impression — Attorneys’ Fees (access required)

Ehrenhaus v. Baker We adopt the “fairness, reasonableness and adequacy” standard for determining whether a class action settlement should be approved. We affirm the trial court’s approval of the class action settlement, but we reverse the award of attorneys’ fees and remand for additional findings.

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