A recent decision of the Delaware Court of Chancery reinforces the importance of deal certainty, particularly when it comes to efforts-based covenants in merger agreements. In Desktop Metal Inc. v. Nano Dimension Ltd., the...more
On January 21, 2025, the Delaware Supreme Court affirmed the Court of Chancery’s decision in In re Oracle Corp. Derivative Lit., finding that a less than 50% stockholder does not owe fiduciary duties absent evidence of either...more
3/3/2025
/ Acquisitions ,
Business Judgment Rule ,
Controlling Stockholders ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Mergers ,
Minority Shareholders ,
Shareholder Litigation ,
Shareholders
The Delaware Court of Chancery has weighed in on a number of recent cases interpreting earnout provisions in transactional agreements. The Court has demonstrated a reluctance to rule against seller-plaintiffs during the...more
On June 20, 2024, the Delaware General Assembly passed legislation to amend certain provisions of the Delaware General Corporation Law (“DGCL”) in order to address recent decisions of Delaware’s Court of Chancery and bring...more
On June 27, 2024, in Matrix Parent, Inc., et al. v. Audax Management Company, et al., the Delaware Superior Court denied Audax’s motion to dismiss, allowing to proceed H.I.G. Capital’s fraud claims in connection with its...more