P. Matt Zmigrosky

P. Matt Zmigrosky

Akin Gump Strauss Hauer & Feld LLP

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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

Delaware Federal Court Discusses the Duty to Negotiate

Since SIGA Technologies Inc. v. PharmAthene Inc. (Del. 2013), the duty to negotiate in good faith is well recognized in Delaware, but it is not as clear when exactly that duty arises. On December 2, 2013, in Osco Motors...more

12/13/2013 - Confidential Information Confidentiality Agreements Covenant of Good Faith and Fair Dealing Negotiations

Delaware Supreme Court applies ‘reasonable conceivability’ standard and addresses earn-out and indemnification provisions

Last month, in Winshall v. Viacom International, the Delaware Supreme Court applied the “reasonable conceivability” standard to a motion to dismiss and addressed the earn-out and indemnification provisions in a merger...more

11/13/2013 - Earn-Outs Indemnification Mergers Motion to Dismiss Shareholders

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