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M&A in 2023 and Trends for 2024

M&A activity in 2023 was subdued, as dealmakers grappled with geopolitical tensions, inflation, rising interest rates, and increasing regulatory scrutiny, against a backdrop of general economic uncertainty. Challenges in the...more

Chancery Allows Limited Discovery In Books And Records Action To Test Stockholder’s Purpose

On July 24, 2020, the Court of Chancery in Delaware rejected defendant Centene Corporation’s broad document requests and third-party subpoenas issued as part of a stockholder action to inspect books and records, but allowed...more

Court Of Chancery Rejects Common Company Defenses To Stockholder Inspection Demands, Creating Split Of Authority Within Delaware

On January 13, 2020, the Delaware Court of Chancery (Laster, V.C.) ordered AmerisourceBergen Corp. to turn over formal board materials to stockholder plaintiffs regarding its compliance with laws and regulations relating to...more

KT4 Partners LLC v. Palantir Techs. Inc.: Navigating the Choppy Waters of Stockholder Inspection Demands

On January 29, 2019, the Delaware Supreme Court (Strine, C.J.) addressed when stockholders may be able to access company emails as part of a books and records inspection demand. It also weighed in on when the Court of...more

Delaware Supreme Court Upholds Lower Court’s Material Adverse Effect Finding

As discussed in a prior client alert, on October 1, 2018, the Delaware Court of Chancery upheld a buyer’s termination of a merger agreement and found that the target had suffered a material adverse effect (“MAE”). Following...more

Delaware Court of Chancery Finds a Material Adverse Event and Excuses Buyer from Obligation to Close in Akorn v. Fresenius Kabi AG

The frequently cited axiom of M&A litigation that no Delaware court has ever found a material adverse event (MAE) is no longer true. On October 1, 2018, the Court of Chancery (Laster, VC) ruled in favor of a buyer that had...more

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