Latest Publications


DGCL Sections 204 and 205 Go Into Effect April 1, 2014

Tomorrow, on April 1, 2014, some potentially important new provisions in the Delaware General Corporation Law (the DGCL) will go into effect....more

3/31/2014 - Compliance Defective Corporate Acts

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

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 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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