In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds...more
1/8/2020
/ Boston Scientific ,
Bright-Line Rule ,
Business Expenses ,
Business Litigation ,
Contract Termination ,
Contract Terms ,
Corporate Sales Transactions ,
Criminal Prosecution ,
Employee Misconduct ,
Enforcement Actions ,
Equity ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Fraud ,
Guilty Pleas ,
Letters of Intent ,
Material Adverse Effects ,
Materiality ,
Medical Devices ,
Merger Agreements ,
Pharmaceutical Industry ,
Popular ,
Pre-Termination Notice ,
Publicly-Traded Companies ,
Regulatory Standards ,
Remediation
In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Del. Ch. Mar. 14, 2019), Vice Chancellor Glasscock of the Delaware Court of Chancery found that Rent-A-Center, Inc. (“Rent-A-Center”) properly...more
On October 1, 2018, the Delaware Court of Chancery found in Akorn, Inc. v. Fresenius Kabi AG, et al. that Fresenius was entitled to terminate its merger agreement with Akorn. ...more
On December 14, the Delaware Supreme Court released a long-awaited opinion in Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd. that reversed and remanded a high-profile appraisal case decided by the Delaware Court...more
In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived...more
In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more
10/14/2015
/ Acquisition Agreements ,
Aiding and Abetting ,
Bad Faith ,
Board of Directors ,
Breach of Duty ,
Conflicts of Interest ,
Controlling Stockholders ,
Disclosure Requirements ,
Duty of Care ,
Duty of Loyalty ,
Fiduciary Duty ,
Financial Adviser ,
Financial Institutions ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Merger Agreements ,
Merrill Lynch ,
Professional Liability ,
Proxy Advisors ,
Revlon Standard ,
Stocks