A common provision in merger agreements is denial of the right of non-parties to the agreement to assert third-party beneficiary claims. The use of this provision left open the question whether stockholders of a disappearing...more
On April 16, 2019, the Delaware Supreme Court, in a per curiam decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc., reversed the Court of Chancery’s determination that the fair value of Aruba’s stock for...more
In Olenik v. Lodzinski, the Delaware Supreme Court found that the conditions required for business judgment review of a controlling stockholder transaction under the MFW standard were not in place “at the outset” of the...more
The Delaware Court of Chancery has ruled that a party to a merger agreement validly terminated the agreement after the out-date passed when the other party failed to give notice that it extended the agreement even though the...more
Post-signing “go-shop” processes first appeared in 2004 as an alternative to the traditional sale process for public companies. As one way to satisfy its “Revlon duty” to get the best price in the sale of the company, the...more
On February 15, 2019, the FTC announced the annual changes to the Hart-Scott-Rodino (HSR) Act filing thresholds. The changes will become effective 30 days after publication in the Federal Register, which is expected to occur...more