Last week, in American Capital Acquisition Partners, LLC v. LPL Holdings, Inc. (February 3, 2014), the Delaware Court of Chancery, in connection with a disputed earnout provision, allowed a claim for breach of the implied...more
Recently, the 2013 Private Target Mergers & Acquisitions Deal Points Study was finalized by the M&A Market Trends Subcommittee of the Mergers & Acquisitions Committee of the American Bar Association. This bi-annual study,...more
Based on a number of cases decided by the Delaware courts in 2013, below we summarize practice tips regarding careful drafting of contractual provisions and complying with technical and statutory requirements....more
During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct...more
In this alert we summarize the most important recent additions and amendments to the Delaware General Corporation Law (the “DGCL”) and the Delaware Limited Liability Company Act (the “DLLCA”). These changes include...more
12/20/2013
/ Board of Directors ,
Corporate Governance ,
Defective Corporate Acts ,
Delaware Limited Liability Company Act ,
Jurisdiction ,
Limited Liability Company (LLC) ,
Mergers ,
Public Benefit Corporation ,
Shareholder Votes ,
Shareholders ,
Shelf Corporations
In Great Hill Equity Partners v. SIG Growth Equity Fund (November 15, 2013 - Strine), the Delaware Court of Chancery held that attorney-client privilege passes to the surviving corporation in a merger. The case was brought by...more