News & Analysis as of

Purchase Agreement Fiduciary Duty

Morris James LLP

Chancery Declines to Exercise Equitable Jurisdiction in a Contract Action to Compel the Release of Funds Held in Escrow

Morris James LLP on

In re Windmil Therapeutics Inc., C.A. No. 2023-1294-PAF (Del. Ch. Mar. 13, 2024) - This case dealt with the voluntary assignment for the benefit of creditors under 10 Del. C. § 7381, et seq....more

Freiberger Haber LLP

Fraudulent Inducement, Merger Clauses and Duplication

Freiberger Haber LLP on

A couple of months ago, we examined NW Media Holdings Corp. v. IBT Media Inc., 2023 N.Y. Slip Op. 30875(U) (Sup. Ct., N.Y. County Mar. 22, 2023) (here), a case in which a lower court addressed the question whether the...more

Davies Ward Phillips & Vineberg LLP

Canadian Mergers & Acquisitions: A Guide for Investment Banks, Bidders and Boards, 10th edition

Davies’ Canadian Mergers & Acquisitions guide draws on our substantial cross-border M&A experience to offer guidance on both the legal framework and practical aspects of Canadian mergers and acquisitions, including critical...more

Cadwalader, Wickersham & Taft LLP

Title (Coverage) Not Available

Two recent decisions concerning title insurance illustrate that an insured’s negligence can result in an exclusion from coverage and that title insurers generally do not owe a fiduciary duty to their insureds....more

Morris James LLP

Chancery Grants Anti-Suit Injunction, Holds Non-Signatory Subsidiary is Bound by Stock Purchase Agreement’s Forum Selection Clause

Morris James LLP on

Fla. Chem. Co., LLC v. Flotek Indus., Inc., C.A. No. 2021-0288-JTL (Del. Ch. Aug. 17, 2021). Under Delaware law, a forum selection clause may be enforceable against a non-signatory if the non-signatory has a significantly...more

Farrell Fritz, P.C.

Re-Revisiting The Duty to Disclose Third-Party Offers Amidst Buy-Out Negotiations

Farrell Fritz, P.C. on

Three weeks ago, I wrote about the Bak v Rostek case in Brooklyn Supreme Court addressing the duty to disclose third-party offers amidst buy-out negotiations between co-owners. ...more

Morrison & Foerster LLP

Buying into Private Companies: 10 Points To Note For Secondary Share Acquisitions

Investments in private companies by way of share purchases from existing shareholders (secondary transactions) raise a unique set of complexities, which are often overlooked. Share issuances in company-led financing rounds...more

Winstead PC

Because Fraud By Nondisclosure Cannot Occur After A Transaction Is Consummated, Employees Generally Do Not Owe A Duty To Disclose...

Winstead PC on

In CLC Roofing v. Helzer, a roofer purchased shingles from a seller and stored them on the seller’s property. No. 02-17-00229-CV, 2019 Tex. App. LEXIS 5927 (Tex. App.—Fort Worth July 11, 2019, no pet. history). ...more

Goulston & Storrs PC

Probate and Fiduciary Litigation Newsletter - August 2018

Goulston & Storrs PC on

Three recent trial court decisions address issues that may be of interest to estate planning and administration lawyers, as well as probate and fiduciary litigators...more

McCarter & English, LLP

Delaware Law Updates: 2017 Year To Date Review

Our Delaware Corporate and Alternative Entity Law attorneys closely follow the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2017 Year to Date Review is a collection of brief summaries of selected...more

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