The Delaware Supreme Court has affirmed that unreasonable restrictive covenants remain invalid, even if the party seeking to enforce them asserts a claim only for monetary damages and not injunctive relief. Although the...more
3/17/2026
/ Acquisition Agreements ,
Acquisitions ,
Buyers ,
Contract Drafting ,
Contract Terms ,
Delaware ,
Due Diligence ,
Merger Agreements ,
Mergers ,
Non-Compete Agreements ,
Restrictive Covenants ,
Risk Management
In a decision with significant implications for transactions involving controlling stockholders and other conflicted fiduciaries, the Delaware Supreme Court has upheld the constitutionality of a series of amendments to...more
3/5/2026
/ Board of Directors ,
Conflicts of Interest ,
Constitutional Challenges ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Entire Fairness Standard ,
Fiduciary Duty ,
Safe Harbors ,
Statutory Interpretation
In this episode of the Global Corporate M&A Podcast, Andrew will examine a Delaware case that applies indemnification materiality scrape provisions in a way that created significant risks for the unwary. Additionally, he will...more
In a recent post-trial opinion, the Delaware Superior Court, applying a representations and warranties materiality scrape under an M&A purchase agreement indemnification provision, held that the seller breached its absence of...more
2/4/2026
/ Acquisition Agreements ,
Acquisitions ,
Asset Purchase Agreements ,
Breach of Contract ,
Contract Interpretation ,
Contract Terms ,
Delaware ,
Fraud ,
Indemnification ,
Indemnification Clauses ,
Material Adverse Change Clauses (MACs) ,
Mergers ,
Purchase Agreement ,
Representations and Warranties ,
Willful Misconduct
Since mid-2024, the reincorporation of certain high-profile companies, both public and private, has received a great deal of media attention. Companies, including, among others, Roblox, Dropbox, The Trade Desk, Simon Property...more
1/13/2026
/ Business Entities ,
Capital Markets ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Incorporation ,
Jurisdiction ,
Nevada ,
Publicly-Traded Companies ,
Securities and Exchange Commission (SEC) ,
State of Incorporation ,
Texas ,
Venture Capital
In this episode, Mayer Brown partners Andrew Noreuil and Brian Massengill discuss this year’s amendments to the Delaware General Corporation Law, which have fundamentally altered the landscape for conflicted transactions. Our...more
Delaware has overhauled its framework for stockholder books and records inspection rights. Amendments to Delaware General Corporation Law (DGCL) §220, enacted on March 25, 2025,1 seek to address the concern that inspection...more
In perhaps one of the most significant revisions to the Delaware General Corporation Law (DGCL), on March 25, 2025, the governor signed into law amendments overhauling much of the state’s law relating to conflicted...more
On March 6, 2025, for the first time since 2008, the staff (the “Staff”) of the Securities and Exchange Commission updated its guidance on the use of lock-up agreements in connection with Rule 145(a) transactions (i.e.,...more
3/17/2025
/ Acquisitions ,
Capital Markets ,
Compliance ,
Disclosure Requirements ,
Mergers ,
Private Equity ,
Publicly-Traded Companies ,
Regulatory Requirements ,
Securities and Exchange Commission (SEC) ,
Securities Regulation ,
Special Purpose Acquisition Companies (SPACs)
In a notable holding, the Delaware Supreme Court has confirmed that forfeiture-for-competition provisions generally are not subject to reasonableness review, greatly enhancing the likelihood of their enforceability. LKQ...more
In this episode, Mayer Brown partners Gail Levine and Andrew Noreuil discuss recent changes to the Hart-Scott-Rodino (HSR) Act and their impact on M&A transactions. Our partners provide insight into the new regulatory...more
In August 2022, the Delaware General Assembly amended the Delaware General Corporation Law (“DGCL”) to allow corporations to adopt charter provisions exculpating certain officers from personal liability for monetary damages...more
Three recent decisions from the Delaware Court of Chancery (the “Court”) have upended long-standing market practice related to, among other matters, stockholder agreements, board approvals of merger agreements and the...more
For decades, corporate merger and acquisition deals have been plagued by meritless claims asserting, typically, that the companies and their officers and directors have provided insufficient disclosures. Courts have sought to...more
On January 29, 2024, in Cantor Fitzgerald, L.P. v. Ainslie, the Delaware Supreme Court reversed a Chancery Court holding that a forfeiture-for-competition provision in a limited partnership agreement was unenforceable as an...more
Key Takeaways: As noted in our previous Legal Update, the August 2022 amendments to Section 102(b)(7) of the Delaware General Corporation Law (DGCL) permits a Delaware corporation to include an officer exculpation provision...more
On October 10, 2023, the U.S. Securities and Exchange Commission (the “SEC”) adopted changes to Schedules 13D and 13G relating to beneficial ownership reports (the “Amendments”). The Amendments are intended to modernize the...more
10/18/2023
/ Beneficial Owner ,
EDGAR ,
Final Rules ,
New Regulations ,
Publicly-Traded Companies ,
Regulatory Reform ,
Schedule 13D ,
Schedule 13G ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act of 1934 ,
Securities Regulation