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It's like the script of a bad movie.

One man, a Touro Law Center graduate (Google it -- it exists), worked as a career managing law clerk at BigLaw mergers and acquisitions powerhouse Simpson Thacher & Bartlett LLP. You can probably guess where this is going.

He'd allegedly pass along tips to a friend, who passed them to a broker, and eventually, someone noticed and the friend turned state's witness. The only surprising part of the story is the lengths that they went to to avoid getting caught.

Delaware's reputation as a corporate tax haven is not news, nor is the amount of companies that incorporate in Delaware (more than half of Fortune 500 companies). What is news is this: the Delaware Supreme Court recently adopted a new standard of review for certain kinds of buyouts and mergers.

Do we have your attention now?

"Novel Question of Law"

In a case instigated by the merger of Ron Perelman's M&F with M & F Worldwide, the Delaware Supreme Court had to determine what the proper standard of review was for a "private merger conditioned upfront by the controlling stockholder on approval by both a properly empowered, independent committee and an informed, uncoerced majority-of-the-minority vote."

Albertsons and Safeway Merge Into Mega Grocery

Cerberus Capital Management agreed to buy Safeway for more than $9 billion and plans to merge it with Albertsons.

Safeway, the second largest grocer in the U.S., will merge with Albertsons, the fifth largest grocer, which Cerberus bought from SuperValu last year, Forbes reports. But this deal may not be in the (brown paper) bag quite just yet.

Facebook struck again, this time dropping $19 billion ($16bn for the company and $3bn for the company's founders, per Wired) on WhatsApp, an insanely popular messaging app. For context the number is:

In short: it's a big, big number. And even if you didn't strike it rich in the deal, there are reasons you should be paying attention.

Last week Office Depot and OfficeMax completed their merger, and it made us wonder, what is going to happen to each respective legal department?

Here are some things we think are important to consider if you work in the legal department of a company that was merging with another ...

Return of the MAC: Material Adverse Change Can Break a Deal

In-house counsel, beware of the MAC. No, we're not talking about the computer. We're talking about the deal-breaker clause in a merger.

It's not always easy for an investor or a potential buyer to walk away from a deal. But with material adverse change, or MAC, there is a loophole for the buyer in a deal to walk away.

Merger and Acquisition Basics: A Guide for General Counsel

As in-house counsel, you may be called upon to participate in M&A deals from time to time, depending on the size of your company and your role at the company. Your company might engage outside counsel from a large law firm as well as the help of investment bankers to close the deal. Nevertheless, you want to know the basics of M&A.

Assume that you are counsel for a small company and a buyer has expressed interest. What's next? Here are some quick things to know about the M&A process.

Facebook CEO Mark Zuckerberg acquired Instagram pretty much on his own, without consulting Facebook's board or its in-house lawyers, The Wall Street Journal reports.

Zuckerberg and Instagram's CEO Kevin Systrom hammered out the $1 billion deal -- the biggest in Facebook's history -- over three days of discussions at Zuckerberg's home in Palo Alto, Calif., according to the Journal. The board "was told, not consulted" by Zuck about the deal just hours before it was set in stone.

Zuckerberg controls 57% of Facebook's voting rights, so he can pursue deals on his own if he chooses, the Journal reports. But when Facebook goes public, he may want to think twice.

Instagram Bought by Facebook for $1 Billion

Attention attorneys: You may want to remember today as "Facebook buys Instagram" day. Or "Instagram Bought by Facebook" day, whichever you prefer grammatically.

The social network giant paid about $1 billion in cash and stock for Instagram, a popular photo-sharing application, the Los Angeles Times reports. The purchase means some interesting changes for Facebook's users, who will be able to post and follow users on other social networks, Mark Zuckerberg, Facebook's CEO, said in (what else) a Facebook post.

But for general counsels (especially those in tech), the move means so much more.

ATT Abandons T-Mobile Merger; A Sign of Things to Come?

AT&T has officially ended its $39 billion bid to purchase T-Mobile USA. Last month, the telecom behemoth withdrew its FCC merger application with plans to re-file. But executives quickly realized that, even with changes, there was no way the deal would receive approval.

The company now owes Deutsche Telekom, T-Mobile's parent company, a breakup fee of $4 billion. It'll also need to find new ways to address the mobile spectrum crunch, which would have been eased with the merger.

The failure of the AT&T merger will undoubtedly impact the wireless industry. But what does it mean for corporations nationwide?