The Delaware Court of Chancery issued its decision in In re Tesla Motors, Inc., on April 27, 2022, rejecting claims that Tesla, Inc. CEO Elon Musk breached his fiduciary duties to Tesla’s stockholders as a director and an...more
5/11/2022
/ Acquisition Agreements ,
Breach of Duty ,
Business Litigation ,
Controlling Stockholders ,
Corporate Sales Transactions ,
Elon Musk ,
Energy Sector ,
Entire Fairness Standard ,
Fiduciary Duty ,
Merger Agreements ,
Purchase Price ,
SolarCity ,
Tesla
In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more
10/7/2017
/ Auditors ,
Buyers ,
Contract Drafting ,
DE Supreme Court ,
GAAP ,
Indemnification Clauses ,
Merger Agreements ,
Private Equity ,
Purchase Price ,
Purchase Price Adjustment ,
Representations and Warranties ,
Sellers
It is common practice for purchase agreements in private company M&A transactions to contain one set of rules to determine and resolve disputes regarding a post-closing purchase price adjustment and a separate, often vastly...more
4/13/2017
/ Acquisitions ,
Breach of Contract ,
Buyers ,
Closing Adjustment Cost ,
Contract Drafting ,
Contract Terms ,
GAAP ,
Mergers ,
Non-GAAP Financial Measures ,
Nuclear Power ,
Power Plants ,
Power Purchase Agreements ,
Purchase Agreement ,
Purchase Price ,
Representations and Warranties ,
Sellers