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Delaware Supreme Court Strikes Down Unintelligible and Inequitable Bylaws

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

Say What You Mean and Mean What You Say: Chancery Court Confirms Arbitration Award Requiring Seller to Pay Buyer $87 Million for...

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

Delaware Court of Chancery Strikes Down Another Sale of Business Noncompete

In what is becoming an emerging trend for the Delaware Court of Chancery, the court recently held in Intertek Testing Services NA, Inc. v. Eastman that a sale of business noncompete with a worldwide scope was unenforceable....more

A Cautionary Tale About PE Principal Liability for Portfolio Company Operations

In In re P3 Health Group Holdings, LLC, the Delaware Court of Chancery held that a principal of a private equity fund was subject to jurisdiction in Delaware for alleged actions he took on behalf of one of the private equity...more

Delaware Court of Chancery Signals That Delaware Is a Pro-Sandbagging Jurisdiction

A recent post-trial decision from the Delaware Court of Chancery has become the latest authority in the debate over whether Delaware is or is not a “pro-sandbagging” jurisdiction. In Arwood v. AW Site Services, Vice...more

Changes to Target’s Business Prompted by COVID-19 Pandemic Breached Ordinary Course Covenant, Permitting Buyer to Escape Deal

In a recent decision, the Delaware Court of Chancery permitted a buyer to escape its obligation to acquire a target from a seller under the parties’ purchase agreement because the target had made extensive changes to its...more

Delaware Court of Chancery Tells California To Get Off Its Lawn

In a recent decision, the Delaware Court of Chancery ruled that disputes regarding the internal affairs of a Delaware corporation, including stockholder inspection rights, are to be governed exclusively by Delaware law, even...more

Delaware Court of Chancery Issues Unprecedented Material Adverse Effect Ruling

In a first-of-its-kind post-trial opinion, the Court of Chancery ruled on October 1 in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, that German pharmaceutical company Fresenius Kabi AG had properly terminated its...more

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