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Negotiating Style Causes Trouble in Delaware Minority Buyout

For majority stockholders in Delaware companies, the complications and added expenses often caused by minority stockholders may result in a decision to buy out that minority, simplify the company’s capital structure and...more

3/21/2014 - Controlling Stockholders Minority Shareholders Shareholder Litigation Shareholders

Delaware Cases: Good Faith, Non-Reliance and Fiduciary Duties

Last week, in American Capital Acquisition Partners, LLC v. LPL Holdings, Inc. (February 3, 2014), the Delaware Court of Chancery, in connection with a disputed earnout provision, allowed a claim for breach of the implied...more

2/12/2014 - Earn-Outs Fiduciary Duty Good Faith Justifiable Reliance Stock Purchase Agreement Stocks

ABA’s 2013 Private Target Mergers & Acquisitions Deal Points Study: Financial Deal Points

Recently, the 2013 Private Target Mergers & Acquisitions Deal Points Study was finalized by the M&A Market Trends Subcommittee of the Mergers & Acquisitions Committee of the American Bar Association. This bi-annual study,...more

2/4/2014 - Contract Drafting Earn-Outs Indemnification Negotiations

Practice Tips for M&A Practitioners for 2014

Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements....more

1/24/2014 - Attorney-Client Privilege Covenant of Good Faith and Fair Dealing Disclaimers Fiduciary Duty Fiduciary Liability Fraud LLC Reverse Triangular Mergers

Top 5 Delaware Case Developments in 2013 for M&A Practitioners

During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more

1/22/2014 - Board of Directors Business Judgment Rule CEOs Fairness Hearings Forum Selection Clause Going-Private Transactions Minority Shareholders Preferred Shares Shareholders Single-Bidder Sales Standard of Review

2013 Changes to Delaware Corporate and LLC Law

In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more

12/20/2013 - Board of Directors Corporate Governance Defective Corporate Acts Delaware Limited Liability Company Act Issuers Jurisdiction LLC Mergers Public Benefit Corporation Shareholder Votes Shareholders Shelf Corporations

Delaware Chancery Court: Attorney-Client Privilege Passes to Surviving Corporation

In Great Hill Equity Partners v. SIG Growth Equity Fund (November 15, 2013 - Strine), the Delaware Court of Chancery held that attorney-client privilege passes to the surviving corporation in a merger. The case was brought by...more

11/18/2013 - Attorney-Client Privilege

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