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
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
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