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
The Securities and Exchange Commission (SEC) has recently updated Compliance and Disclosure Interpretations (C&DIs) regarding lock-up agreements and tender offers, offering notable clarifications for corporations considering...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