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"Market Practice" 2024 DGCL Amendments Become Effective

The amendments to the Delaware General Corporation Law (DGCL) are effective yesterday, August 1, and will apply retroactively to agreements and contracts that a Delaware corporation entered into, or that a Delaware...more

“Market Practice Needs to Check Itself” – A Reminder from the Court of Chancery that M&A Practitioners Must Strictly Abide by...

In Sjunde AP-Fonden v. Activision Blizzard, Inc., the Delaware Court of Chancery refused to dismiss claims against Activision Blizzard, Inc. (the company) and its board of directors (the board) that the board had violated,...more

Delaware Court of Chancery Addresses Enforceability of Con Ed Provision

In Crispo v. Musk, the Delaware Court of Chancery considered the enforceability of a so-called “Con Ed” provision contained in a merger agreement governing the well-publicized and troubled acquisition of Twitter, Inc....more

Disclaiming Fraud Under Delaware Law

A recent decision by the Delaware Court of Chancery makes clear that extra-contractual fraud claims may only be eliminated through explicit anti-reliance provisions, not through other contractual mechanisms, such as exclusive...more

Fraud on the Board II: Conflicted CEO Tilts Company Sale in PE Firm’s Favor

In In re Mindbody, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims against the chief executive officer of MINDBODY, Inc. (the Company) arising out of the...more

Amended Delaware Laws Allow Transactions to Be Documented Electronically, Among Other Changes

Governor John Carney recently signed legislation that will put into effect a variety of amendments to the Delaware General Corporation Law (DGCL), the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised...more

Delaware Supreme Court Affirms Historic Material Adverse Effect Ruling

On December 7, 2018, the Delaware Supreme Court issued an order affirming the judgment of the Court of Chancery in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL (Del. Ch. Oct. 1, 2018). ...more

Delaware Court of Chancery Issues Unprecedented Material Adverse Effect Ruling

In a first-of-its-kind post-trial opinion, the Court of Chancery ruled on October 1 in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that German pharmaceutical company Fresenius Kabi AG had properly terminated its...more

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