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Delaware Court Nixes Deal Due to Seller’s Failure to Operate in “Ordinary Course” During COVID-19

The decision leaves the door open for buyers to argue that inflexible ordinary course covenants can provide a basis to terminate a transaction in which a seller does not suffer an MAE. Key Points: ..The Delaware Court...more

Delaware Courts’ Recent Decisions on Appraisal May Discourage Opportunistic Appraisal Arbitrageurs

In determining fair value, Delaware Court of Chancery and Delaware Supreme Court take cues from deal price. On February 12, 2015, the Delaware Supreme Court affirmed the Court of Chancery’s ruling in Huff Fund Investment...more

Forum Selection Bylaws Gain Additional Support in California

In adopting an exclusive forum selection bylaw, companies can avoid the cost and complication of multi-forum litigation after an M&A transaction. In response to the wasteful and burdensome trend of multi-forum...more

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