Paul F. Rugani is a partner at Orrick, Herrington & Sutcliffe LLP. This post is based on an Orrick publication by Mr. Rugani, Robert Loeb, Robert Stern, Michael Tu, Kevin Askew, and William Foley. This post is part of the Delaware law series; links to other posts in the series are available here.
On February 2, 2017, the New York Appellate Division, First Department, issued a decision in Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (1st Dep’t 2017) approving the settlement of litigation over an acquisition by Verizon Communications (“Verizon”) and articulating a new test to evaluate the fairness of such settlements. The Gordon decision signals that New York will remain a friendly venue to disclosure-based M&A settlements and may see increased shareholder M&A lawsuits as a result.