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M&A Update: Delaware Court’s Orchard Enterprises Decision Provides Key Insights For Special Committees In Controlling Stockholder...

On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both...more

3/20/2014 - Business Judgment Rule Controlling Stockholders Going-Private Transactions MFW Minority Shareholders Shareholder Litigation Shareholders

M&A Update: Delaware Supreme Court Upholds Business Judgment Rule Review For Certain Controlling Stockholder Transactions With...

On March 14, 2014, the Delaware Supreme Court upheld the Court of Chancery’s 2013 decision in In re MFW Shareholders Litigation, holding that in going-private mergers where there is a controlling stockholder, the use of both...more

3/18/2014 - Business Judgment Rule Controlling Stockholders Going-Private Transactions Minority Shareholders Shareholders

M&A Update: The “Gatekeepers”: Delaware Court Holds Conflicted Financial Advisor Liable For Aiding And Abetting Breach Of...

Delaware courts have increasingly shined a spotlight on what they consider to be conflicts of interest for sell-side financial advisors. On March 7th, the Delaware Chancery Court hit these conflicts with a laser beam. In a...more

3/14/2014 - Aiding and Abetting Breach of Duty Fiduciary Duty Proxy Statements

Delaware Court Allows Claims For Breach Of Implied Good Faith Covenant In Earn-Out Case

A recent Delaware Chancery Court opinion in American Capital Acquisition Partners, LLC, et. al. v. LPL Holdings, Inc., et.al. held that a seller’s claim that its buyer diverted opportunities from the acquired business to a...more

2/20/2014 - Breach of Contract Covenant of Good Faith and Fair Dealing Earn-Outs Good Faith Subsidiaries

Highlights From 2013 And Implications For 2014

During 2013 shareholder activism continued to surge and impact corporate-decision making. The Delaware courts also handed down several significant rulings during the year. ...more

1/27/2014 - Disclosure Fiduciary Duty Foreign Subsidiaries Forum Selection Clause Minority Shareholders Proxy Advisors Shareholder Litigation Shareholders

Chancery Court Takes Firm Stance On Seller’s Pre-Closing Privileged Communication

A recent Delaware Chancery Court opinion highlights the risk to sellers and their advisors that pre-closing communications could become evidence in a post-closing lawsuit related to the transaction. The opinion, Great Hill...more

11/22/2013 - Attorney-Client Privilege Buyers Merger Agreements Sellers

Delaware Court Confirms High Bar To Escape Deal

Two recent Delaware Chancery Court opinions, issued on October 25 and November 9, 2013, illustrate the high bar that buyers and sellers must clear to escape an unfavorable deal or obtain a court order requiring a deal to...more

11/14/2013 - Acquisitions Buyers Collective Bargaining Merger Agreements Sellers Shareholders

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