In Park7 Student Housing, LLC v. PR III/Park7 SH Holdings, LLC, the Delaware Court of Chancery held that a purchase agreement’s integration clause, which lacked anti-reliance language, barred the buyer’s fraudulent inducement...more
12/1/2025
/ Acquisitions ,
Business Litigation ,
Contract Disputes ,
Contract Drafting ,
Contract Terms ,
Delaware ,
Fraud ,
Fraudulent Inducement ,
Integration Clauses ,
Limited Liability Company (LLC) ,
Misrepresentation ,
Motion to Dismiss ,
Non-Reliance Clauses ,
Purchase Agreement ,
Purchase and Sale Agreements ,
Right of First Refusal
In Foley v. Session Corp., the Delaware Court of Chancery rescinded a stock cancellation agreement (SCA) and stock repurchase agreement (SPA) entered into following a dispute among several founders, holding that enforcement...more
10/1/2025
/ Board of Directors ,
Business Entities ,
Business Litigation ,
Contract Disputes ,
Corporate Governance ,
Defective Corporate Acts ,
Delaware ,
Delaware General Corporation Law ,
Shareholder Litigation ,
Stock Repurchases ,
Stocks
In Payscale Inc. v. Norman, the Delaware Court of Chancery struck down a noncompete contained in incentive equity agreements between Payscale and a former employee, finding the noncompete unreasonable in scope. ...more
In In re Dura Medic Holdings, Inc. Consolidated Litigation, the Delaware Court of Chancery held that Revlon review (i.e., the obligation of the board of directors of a Delaware corporation to seek the best price reasonably...more
9/2/2025
/ Acquisition Agreements ,
Board of Directors ,
Business Litigation ,
Corporate Counsel ,
Corporate Governance ,
Delaware ,
Fiduciary Duty ,
Private Equity ,
Revlon ,
Sale of Assets ,
Shareholder Litigation ,
Standard of Review
In Ban v. Manheim, the Delaware Court of Chancery held that the exercise of a call right against a stockholder of a Delaware corporation was invalid under Section 202 of the Delaware General Corporation Law (DGCL) because the...more
8/26/2025
/ Business Litigation ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Delaware ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Minority Shareholders ,
Right of Redemption ,
Securities Regulation ,
Securities Transactions ,
Shareholder Litigation ,
Statutory Interpretation
The Delaware Supreme Court recently issued a significant decision in Thompson Street Capital Partners IV, L.P. v. Sonova United States Hearing Instruments, LLC, clarifying the importance of strict compliance with...more
In Weil Holdings II, LLC, v. Jeffrey Alexander, DPM, the Delaware Court of Chancery struck down a noncompete provision contained in the LLC agreement of a sponsor-backed portfolio company, finding the provision unreasonable...more
8/13/2025
/ Appeals ,
Breach of Contract ,
Contract Disputes ,
Contract Drafting ,
Contract Terms ,
Delaware ,
Financial Sponsors ,
Limited Liability Company (LLC) ,
Non-Compete Agreements ,
Portfolio Companies ,
Private Equity ,
Restrictive Covenants ,
Unenforceable Contract Terms
In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more
5/30/2025
/ Acquisition Agreements ,
Business Litigation ,
Contract Disputes ,
Contract Terms ,
Corporate Sales Transactions ,
Covenant of Good Faith and Fair Dealing ,
Delaware ,
Fiduciary Duty ,
Implied Covenants ,
Investment ,
Limited Liability Company (LLC) ,
Merger Agreements ,
Minority Shareholders ,
Private Equity
In North American Fire Ultimate Holdings, LP v. Alan Doorly, the Delaware Court of Chancery held that the restrictive covenants included in an incentive unit grant agreement were unenforceable when the units received by the...more
5/23/2025
/ Acquisition Agreements ,
Breach of Contract ,
Compensation & Benefits ,
Consideration ,
Contract Disputes ,
Contract Terms ,
Employee Incentive Plans ,
Employment Contract ,
Employment Litigation ,
Forfeiture ,
Motion to Dismiss ,
Non-Compete Agreements ,
Restrictive Covenants ,
Unenforceable Contract Terms
On March 25, 2025, sweeping changes to the Delaware General Corporation Law (the DGCL) took effect (the amendments). The amendments introduce new “safe harbor” provisions designed to cleanse conflict transactions involving...more
3/27/2025
/ Amended Legislation ,
Board of Directors ,
Books & Records ,
Controlling Stockholders ,
Corporate Governance ,
Corporate Officers ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Regulatory Requirements ,
Safe Harbors ,
Shareholders
A side letter in the venture capital sector is an agreement between an investor and the company it is investing in that entitles the investor to certain contractual rights, which supplement and are in addition to other rights...more
1/22/2025
/ Acquisition Agreements ,
Business Entities ,
Contract Terms ,
Contractual Safeguards ,
Corporate Governance ,
Corporate Sales Transactions ,
Delaware General Corporation Law ,
Equity ,
Financing ,
Investment ,
Investors ,
Merger Agreements ,
Private Equity ,
Shareholders ,
Side Letters ,
Venture Capital
In Gunderson v. The Trade Desk, Inc., the Delaware Court of Chancery held that a charter provision requiring supermajority stockholder approval to amend or repeal The Trade Desk, Inc.’s (Trade Desk) charter was not triggered...more
In Shareholder Representative Services LLC v. Alexion Pharmaceuticals, Inc., the Delaware Court of Chancery addressed an earnout dispute, holding that a buyer violated its contract with the seller by failing to use...more
In Kellner v. AIM ImmunoTech Inc., the Delaware Supreme Court affirmed in part and reversed in part the Delaware Court of Chancery’s closely watched ruling, which invalidated several provisions in the bylaws of AIM ImmunoTech...more
In Seavitt v. N-able, Inc., the Delaware Court of Chancery held that certain governance rights granted to a corporation’s significant stockholders were statutorily invalid. This included a provision purporting to allow those...more
The amendments to the Delaware General Corporation Law (DGCL) are effective yesterday, August 1, and will apply retroactively to agreements and contracts that a Delaware corporation entered into, or that a Delaware...more
In a recent order, the Delaware Court of Chancery “reluctantly” confirmed an arbitrator’s award arising from a post-closing purchase price adjustment dispute between a seller of a chain of grocery stores and a private equity...more
6/5/2024
/ Acquisition Agreements ,
Arbitration ,
Arbitration Awards ,
Arbitrators ,
Business Disputes ,
Buyers ,
Corporate Counsel ,
Debt ,
Private Equity ,
Purchase Price Adjustment ,
Sellers
In In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court held that the dual procedural protections announced in the seminal case of Kahn v. M & F Worldwide Corp. (MFW) are required in order to shift the...more
In West Palm Beach Firefighters’ Pension Fund v. Moelis & Company, the Delaware Court of Chancery invalidated a set of approval rights contained in a stockholder agreement as facially in conflict with Section 141(a) of the...more
In Sjunde AP-Fonden v. Activision Blizzard, Inc., the Delaware Court of Chancery refused to dismiss claims against Activision Blizzard, Inc. (the company) and its board of directors (the board) that the board had violated,...more
In a landmark decision, the Delaware Court of Chancery addressed, for the first time, the precise duties that a controlling stockholder owes, and the standard of review that will apply, when a controlling stockholder takes...more
1/26/2024
/ Board of Directors ,
Breach of Duty ,
Business Disputes ,
Business Litigation ,
Business Plans ,
Controlling Stockholders ,
Fiduciary Duty ,
Interference Claims ,
Liquidation ,
Private Equity Funds ,
Publicly-Traded Companies ,
Shareholder Rights ,
Voting Rights
In Texas Pacific Land Corp. v. Horizon Kinetics, LLC, et al., the Delaware Court of Chancery enforced a “no drafting history clause” that restricted the court’s ability to consider “the events of drafting or preparation” to...more
Recently, in Colon v. Bumble, the Delaware Court of Chancery held that certain provisions in the charter of Bumble, Inc. (Bumble), which contemplated that each share of stock carried either one vote or 10 votes depending upon...more
In Crispo v. Musk, the Delaware Court of Chancery considered the enforceability of a so-called “Con Ed” provision contained in a merger agreement governing the well-publicized and troubled acquisition of Twitter, Inc....more
A board of directors of a Delaware company may delegate its authority to grant equity awards if certain requirements enumerated in the Delaware General Corporation Law (DGCL) are met. Effective August 1, 2023, updates were...more