Delaware amended the Delaware General Corporation Law (the “DGCL”) to create safe harbors for transactions involving directors, officers and controlling stockholders and to limit both the documents subject to and the purposes...more
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
Stockholder litigation is on the rise both in volume and notoriety. The number of federal securities actions filed jumped in 2023, while the plaintiffs’ bar has been buoyed by high-profile victories in the Delaware Court of...more
Executive Summary-
A recent Delaware Court of Chancery post-trial decision, In re Straight Path Communications, is another example of:
• “fair price” immunizing “unfair process” in the “entire fairness” analysis, and...more
10/10/2023
/ Arms Length Transactions ,
Breach of Duty ,
Bribery ,
Broadband ,
Broadcasting ,
Bullying ,
Business Litigation ,
Delaware ,
Fair Price ,
FCC ,
Fraud ,
General-Business ,
Indemnification ,
Licenses ,
Minority Shareholders ,
Shareholders ,
Telecommunications
On March 30, 2022, the commissioners of the Securities and Exchange Commission (“SEC”) approved much-anticipated proposed rules relating to special purpose acquisition companies (“SPACs”).
...more
5/6/2022
/ Disclosure Requirements ,
GAAP ,
Initial Public Offering (IPO) ,
Investment Company Act of 1940 ,
Proposed Rules ,
PSLRA ,
Regulation S-K ,
Safe Harbors ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Shareholders ,
Special Purpose Acquisition Companies (SPACs)
A year ago, as the SPAC wave continued to build, we wrote that lawsuits challenging de-SPAC transactions would likely pose a question that had thus far received little attention from courts or commentators: is a de-SPAC...more