In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more
4/20/2022
/ Acquisition Agreements ,
Asset Purchase Agreements ,
Breach of Contract ,
Buyers ,
Contract Negotiations ,
Contract Terms ,
Corporate Sales Transactions ,
Delaware ,
Fraudulent Inducement ,
Indemnification ,
Representations and Warranties ,
Sandbagging ,
Sellers
United States Senator Elizabeth Warren (D-Mass.) and United States Representative Mondaire Jones (D-N.Y.) on March 16, 2022 introduced the Prohibiting Anticompetitive Mergers Act (the “Act”) to ban what they’ve called “the...more
4/19/2022
/ Anti-Competitive ,
Anticompetitive Behavior ,
Antitrust Provisions ,
Competition ,
Corporate Sales Transactions ,
Department of Justice (DOJ) ,
Federal Trade Commission (FTC) ,
Merger Controls ,
Proposed Legislation ,
Regulatory Agenda ,
Regulatory Reform
In In re MultiPlan Corp. Stockholders Litigation, the Delaware Court of Chancery denied defendants’ motions to dismiss and ruled that the plaintiffs’ may proceed with their claims that a the insiders of a special purpose...more
The ruling of the Delaware Court of Chancery in Yatra Online v. Ebix highlights the need for M&A practitioners to exercise care when drafting termination and remedies provisions in merger agreements and other contracts and to...more
The board of directors (“Board”) of The Boeing Company (“Boeing”) agreed to a staggering $237.5 million settlement of a lawsuit brought by stockholders on behalf of Boeing alleging that the Board and certain executive...more
12/22/2021
/ Aircraft ,
Airplane Accidents ,
Aviation Industry ,
Boeing ,
Breach of Duty ,
Caremark claim ,
Corporate Culture ,
Corporate Governance ,
Corruption ,
Derivative Suit ,
Fiduciary Duty ,
Internal Controls ,
Safety Standards ,
Settlement Agreements ,
Shareholder Litigation ,
White Collar Crimes
This article summarizes key amendments to the Delaware General Corporation Law (“DGCL”), Delaware Limited Liability Company Act (“DLLCA”), Delaware Revised Uniform Partnership Act (“DRUPA”) and Delaware Revised Uniform...more
By January 1, 2022, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) will publish regulations regarding mandatory beneficial ownership reporting requirements (Reporting Requirements) as...more
The recently filed complaint in Franchi v. Multiplan Corp., et al. is one to watch because it alleges breach of fiduciary duties by the directors and controlling shareholders of Churchill Capital Corp. III (Company), a...more
In DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, the Delaware Court of Chancery (the “Court”) in an unpublished opinion analyzed whether the asset purchase agreement included the sale to the buyer of the...more
In Agspring Holdco, LLC, et al v. NGP X US Holdings, L.P., et al, the Delaware Court of Chancery (the “Court”) denied a motion to dismiss claims of fraud, aiding and abetting fraud and conspiracy to commit fraud against the...more
On August 25, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the definition of “accredited investor” in Rule 501 promulgated under Regulation D of the Securities Act of 1933. Historically,...more
10/13/2020
/ Accredited Investors ,
Financial Services Industry ,
Financial Transactions ,
Investment Funds ,
Private Equity ,
Regulation D ,
Regulatory Reform ,
Rule 501 ,
Rural Business Investment Companies (RBICs) ,
Securities Act of 1933 ,
Securities and Exchange Commission (SEC) ,
Securities Regulation
The Small Business Administration (SBA) issued a Procedural Notice on October 2, 2020, detailing required procedures impacting Paycheck Protection Program (PPP) borrowers and lenders if: (i) twenty percent or more of the...more
10/13/2020
/ CARES Act ,
Change of Ownership ,
Coronavirus/COVID-19 ,
Corporate Sales Transactions ,
Federal Loans ,
Financial Stimulus ,
Paycheck Protection Program (PPP) ,
Regulatory Requirements ,
Relief Measures ,
SBA ,
SBA Lending Programs ,
Small Business
McDonald’s Corporation (“McDonald’s”) is facing two high-profile lawsuits involving allegations of race-based discrimination against franchisees and executives....more
McDonald’s Corporation (McDonald’s) sued its former Chief Executive Officer, Steve Easterbrook, in August 2020 in an effort to force him to repay the $40 million in severance and equity awards provided to him when the company...more
10/13/2020
/ Clawbacks ,
Compensation & Benefits ,
Employment Policies ,
Fraudulent Inducement ,
Hiring & Firing ,
Internal Investigations ,
McDonalds ,
Separation Agreement ,
Severance Pay ,
Termination ,
Workplace Romances
The Delaware Court of Chancery (the Court) in In re Homefed Corporation Stockholder Litigation chronicles a controlling stockholder’s failed attempt to use the protections outlined in Kahn v. M & F Worldwide Corp. (MFW) to...more
On a matter of first impression, the Delaware Court of Chancery (the Court) found in In re WeWork Litigation that corporate officers of a Delaware corporation may not unilaterally deny a director of a corporation access to...more
The Delaware Chancery Court in The Anschutz Corporation et. al. v. Brown Robin Capital, LLC ruled against dismissing several of Buyer’s claims in a dispute involving the $106 million acquisition of OnRamp Access, LLC...more
In Skye Mineral Investors LLC v. DXS Capital (U.S.) Limited, et al., the Delaware Court of Chancery (the “Court”) denied defendants’ motion to dismiss, finding that plaintiffs had sufficiently pled a breach by the members...more
In Chalker Energy Partners III, LLC v. Le Norman Operating LLC, the Texas Supreme Court analyzed an email exchange between the sellers’ agent and a bidder to determine if a contract had been formed. Chalker involved 18...more
On June 1, the Delaware Chancery Court (the “Court”) in Morrison v. Berry allowed an aiding and abetting breach of fiduciary claim to proceed against financial advisor J.P. Morgan Securities, LLC (“JPMorgan”) for its role in...more
On June 16, 2020, the Small Business Administration (SBA) released an updated Paycheck Protection Program (PPP) Loan Forgiveness Application and Instructions, as well as a new PPP Loan Forgiveness Application Form 3508EZ (EZ...more