In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions. Most notably, in one of the largest judgments ever awarded by the Court, it found Johnson &...more
10/22/2024
/ Breach of Contract ,
Buyers ,
Commercially Reasonable Efforts ,
Damages ,
Delaware General Corporation Law ,
Earn-Outs ,
Johnson & Johnson ,
Merger Agreements ,
Mergers ,
Securities ,
Shareholders
As SPAC litigation continues to proliferate, it is more important than ever that officers and directors of companies undertaking a de-SPAC transaction be mindful of litigation risks and adopt strategies for managing them....more
10/18/2022
/ Acquisitions ,
Board of Directors ,
Class Action ,
Continuing Legal Education ,
Corporate Officers ,
Counterparty Risk ,
Derivative Suit ,
Fiduciary Duty ,
Mergers ,
Proxy Statements ,
Publicly-Traded Companies ,
Risk Management ,
Securities and Exchange Commission (SEC) ,
Securities Litigation ,
Short Selling ,
Special Purpose Acquisition Companies (SPACs) ,
Target Company ,
Webinars
A board of directors’ vision and leadership becomes particularly vital during times of distress. While day-to-day operations rest with management, both fiduciary duty law and sound corporate governance practices call for the...more