Matthew Greenberg

Matthew Greenberg

Pepper Hamilton LLP

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Latest Publications


Delaware Supreme Court Confirms That Appropriate Procedural Safeguards Will Result In Business Judgment Review Of Going-Private...

In a 2013 decision, the Delaware Court of Chancery ruled that the business judgment standard of review should apply to a going-private transaction where certain procedural safeguards were implemented to protect minority...more

3/17/2014 - Business Judgment Rule Minority Shareholders Shareholder Litigation Shareholders Summary Judgment

Directors Designated By Venture Capitalists And Other Preferred Stockholders Need To Be Mindful Of Inherent Conflicts: In re...

A recent post-trial decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery puts directors serving as designees of preferred investors on notice that they must attempt to maximize value for common...more

9/5/2013 - Breach of Duty Common Stock Conflicts of Interest Fiduciary Duty Liability Preferred Shares Venture Capital

Delaware Court Of Chancery Applies Business Judgment Rule To Controlling Shareholder Going-Private Transaction

On May 29, 2013, In In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013), the Court of Chancery decided a novel question of law, holding that the business judgment rule applies to a controlling...more

6/4/2013 - Business Judgment Rule Going-Private Transactions Investors Shareholder Litigation Shareholders

2013 Proposed Amendments To Delaware General Corporation Law

On March 20, 2013, legislation proposing to amend the Delaware General Corporation Law, 8 Del. C. §§ 1-101, et. seq. (DGCL) was submitted to the Corporation Law Section of the Delaware State Bar Association. If the proposed...more

3/26/2013 - Benefit Corporations Board of Directors Corporate Governance Proposed Amendments Safe Harbors Shelf Corporations

Proposed Legislation Addresses Delaware’s LLC Default Fiduciary Duty Debate

On March 20, 2013, legislation proposing to amend the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et. seq. (DLLCA) was submitted to the Corporation Law Section of the Delaware State Bar Association. If the...more

3/26/2013 - Fiduciary Duty LLC Proposed Legislation

Delaware Court Of Chancery Holds Reverse Triangular Mergers Do Not Trigger ‘Assignment By Operation Of Law’ Provisions

On February 22, 2013, in Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH, C.A. No. 5589, 2013 WL 655021 (Del. Ch. Feb. 22, 2012), Delaware Court of Chancery Vice Chancellor Donald F. Parsons, Jr. granted the defendants’...more

3/25/2013 - Assignments Reverse Triangular Mergers

Private Equity Fund Considerations In Light Of Delaware’s LLC Debate

Originally published in Private Equity and Contract Law360 on February 20, 2013. Partners of private equity funds and other investment partnerships should take notice of recent Delaware court decisions that have created...more

2/25/2013 - Fiduciary Duty Limited Partnerships LLC LLC Agreements Private Equity Funds

Delaware Court Of Chancery Clarifies The Enforceability Of ‘Don’t Ask, Don’t Waive’ Provisions In Standstill Agreements

On December 17, 2012, in In re Inc. S’holder Litig., C.A. No. 7988-VS (Del. Ch. Dec. 17, 2012), the Delaware Court of Chancery issued a bench ruling addressing a recent decision enjoining enforcement of a “Don’t...more

1/11/2013 - Board of Directors Don't Ask - Don't Waive Fiduciary Duty Standstill Agreements

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