Third-Party Beneficiaries and Nougat
|Area||Corporate Finance and Securities|
Article originally published in Canadian Lawyer Mag, September 2019
Excerpt from "Third-Party Beneficiaries and Nougat":
Sometimes, it's helpful to think about words and phrases out of context to get a better picture of what is really being communicated. Other times, it isn’t. When I hear the words “nugatory placation,” I think of giving a Snickers bar to a toddler having a temper tantrum. But that’s not actually what it means, as was clear in a recent Delaware Chancery Court decision about Third Party Benefits (which itself sounds like the name of a pornographic film way back when they were most readily available in hotel rooms and attempted real titles, not that I’d know).
The legal dispute arose from the acquisition by Altice N.V. of Cablevision Systems Corp. for cash consideration by way of a merger completed in December 2015; the deal was valued at U.S.$17.7 billion (including debt). The assets of Cablevision included a group of regional cable news television channels serving heavily populated areas of Connecticut, New Jersey and New York, known collectively as News12 Networks, LLC and known for its local 24-hour news coverage. Cablevision had been founded by members of the Dolan family with the proceeds of their sale of HBO. The Dolans, who were apparently very proud of News12, had sought to carve the News12 assets out of the Altice merger deal but eventually succumbed to pressure to include them in the deal. Still, the Dolans insisted that the merger agreement include a commitment from Altice that it would continue to operate the News12 stations in accordance with their business plan through at least the end of 2020.