Brian Massengill at Mayer Brown

Delaware Law Alert: Conditions Precedent Under the Microscope—Key Lessons for M&A Agreements

In Thompson Street Capital Partners IV, L.P. v. Sonova United States Hearing Instruments, LLC,1 the Delaware Supreme Court recently adopted a complex framework for determining when noncompliance or partial compliance with a...more

6/25/2025 / Breach of Contract , Condition Precedent , Contract Disputes , Delaware , Dispute Resolution , Forfeiture , Indemnification , Materiality , Merger Agreements

Delaware Law Alert: Court of Chancery Orders Specific Performance in Acquisition of a Company Approaching Insolvency

On March 24, 2025, Chancellor Kathaleen McCormick of the Delaware Court of Chancery issued a post-trial opinion in Desktop Metal, Inc. v. Nano Dimension Ltd.,1 ordering the parties to comply with a merger agreement and close...more

5/30/2025 / Acquisitions , Breach of Contract , Business Litigation , CFIUS , Contract Disputes , Delaware , Insolvency , Merger Agreements , Mergers , Popular , Specific Performance

Navigating Recent Amendments To The Delaware General Corporation Law: Governing Conflicted Transactions

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

5/29/2025 / Board of Directors , Conflicts of Interest , Controlling Stockholders , Corporate Governance , Delaware General Corporation Law , Fiduciary Duty , New Legislation , Safe Harbors , Shareholder Litigation , Shareholders

Delaware Law Alert: Books and Records Inspection Under the Amended §220

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

5/22/2025 / Books & Records , Corporate Governance , Delaware General Corporation Law , Discovery , Litigation Strategies , Motion to Dismiss , New Legislation , Shareholder Litigation , Shareholder Rights

Delaware Law Alert: A Step-by-Step Approach for Boards Evaluating Conflicted Director, Officer, and Controlling Stockholder...

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

4/15/2025 / Acquisitions , Board of Directors , Conflicts of Interest , Controlling Stockholders , Corporate Officers , Delaware General Corporation Law , Fiduciary Duty , Mergers , Safe Harbors , Shareholder Litigation

Delaware Law Alert: The Delaware Supreme Court Further Validates Forfeiture-for-Competition Provisions—What It Means for M&A Deals

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

2/27/2025 / Acquisitions , Competition , Contract Terms , Delaware , Employment Contract , Forfeiture , Mergers , Non-Compete Agreements

Did the Seventh Circuit Just Sound the Death Knell for Mootness Fees?

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

5/28/2024 / Class Action , Corporate Sales Transactions , Disclosure Requirements , Fees , Merger Agreements , Mootness , PSLRA , Securities Litigation , Securities Violations

Delaware Supreme Court Upholds Forfeiture-for-Competition Provision in Limited Partnership Agreement

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

3/28/2024 / Business Disputes , Business Litigation , Competition , Contract Terms , DE Supreme Court , Forfeiture Statutes , Limited Partnership Agreements , Limited Partnerships , Unenforceable Contract Terms

Delaware Chancery Court Invalidates Common Stockholder Agreement Provisions

In the recent decision West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery ruled that certain provisions of a stockholder agreement contravened...more

3/26/2024 / Board of Directors , Controlling Stockholders , Corporate Entities , Corporate Governance , Delaware General Corporation Law , Shareholder Litigation , Shareholders , Shareholders' Agreements

SEC Proposes a “Sea Change” Set of New Rules Applicable to SPACs and Other Market Participants

On March 30, 2022, the Securities and Exchange Commission (the “SEC”) proposed new rules and amendments to existing rules and forms (the “Proposed Rules”) addressing the treatment of special purpose acquisition companies...more

4/4/2022 / Capital Markets , Capital Raising , Initial Public Offering (IPO) , Investment , Market Participants , Proposed Rules , Regulatory Agenda , Regulatory Reform , Securities and Exchange Commission (SEC) , Securities Regulation , Special Purpose Acquisition Companies (SPACs)

Delaware Court of Chancery Allows deSPAC Litigation to Proceed Applying “Entire Fairness” Standard

On January 3, 2022, the Delaware Court of Chancery issued an opinion denying motions to dismiss in In re Multiplan Corp. Stockholders Litigation, a stockholder action arising out of the completed business combination for...more

1/10/2022 / Breach of Duty , Business Plans , Capital Raising , Entire Fairness Standard , Fiduciary Duty , Initial Public Offering (IPO) , Shareholder Litigation , Special Purpose Acquisition Companies (SPACs)

Brian Massengill

Mayer Brown

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