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
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 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 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 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
On February 27, the Delaware Court of Chancery issued important guidance to boards of directors seeking to utilize special committees of disinterested and independent directors to insulate themselves from fiduciary liability...more
3/10/2020
/ Acquisition Agreements ,
Arms Length Transactions ,
Board of Directors ,
Business Judgment Rule ,
Controlling Stockholders ,
Entire Fairness Standard ,
Fiduciary Duty ,
Independent Directors ,
Negotiations ,
Shareholder Votes ,
Special Committees ,
Standard of Review