Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, C.A. No. 2022-0344-JTL (Del. Ch. July 30, 2024) -
In this post-trial appraisal decision, the Court of Chancery determined the fair value of a privately-held...more
As part of the annual process of reviewing and updating the Delaware General Corporation Law (“DGCL”), Delaware’s state legislature recently approved 2024 amendments. In summary, these include the following...more
Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) -
It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more
6/21/2024
/ Aiding and Abetting ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Fiduciary Duty ,
Fraud ,
Merger Agreements ,
Mergers ,
Motion to Dismiss ,
Shareholder Litigation ,
Shareholders
HControl Holdings LLC vs. Antin Infrastructure Partners S.A.S., C.A. 2023-0283-KSJM (Del. Ch. May 29, 2023) -
In Delaware, buyers bear the burden of proving by a preponderance of the evidence their claims for breach of a...more
Level 4 Yoga, LLC v. CorePower Yoga, LLC, C.A. No. 2020-0249-JRS (Del. Ch. March 1, 2022) -
In this post-trial decision, the Court of Chancery awarded specific performance to Plaintiff/franchisee who sought to enforce...more
Fortis Advisors LLC v. Johnson & Johnson, C.A. No. 2020-0881-LLW(Del. Ch. Dec. 13, 2021) -
Delaware public policy respects freedom of contract, but it is also intolerant of fraud. These dueling policy aims are often pitted...more
AB Stable VIII LLC v. Maps Hotels and Resorts One LLC, No. 71-2021 (Del. Dec. 8, 2021) -
This Supreme Court decision affirms the Court of Chancery’s decision below (reported here) that a buyer’s obligation to purchase a...more
Supernus Pharms., Inc. v. Reich Consulting Grp., Inc., C.A. No. 2020-0217-MTZ (Del. Ch. Oct. 29, 2021) -
Supernus Pharmaceuticals, Inc. acquired biotech startup Biscayne Neurotherapeutics, Inc. pursuant to a 2018 merger...more
Pacira Biosciences, Inc. v. Fortis Advisors LLC, C.A. No. 2020-0694-PAF (Del. Ch. Oct. 25, 2021) -
There generally cannot be a claim under the implied covenant of good faith and fair dealing for conduct that is addressed...more
Yatra Online, Inc. v. Ebix, Inc., C.A. No. 2020-0444-JRS (Del. Ch. Aug. 30, 2021) -
Agreements frequently specify how the termination of the agreement affects the parties’ rights and obligations. This case illustrates that...more
Shareholder Representative Services LLC v. Albertson’s Companies, C.A. No. 2020-0710-JRS (Del. Ch. June 7, 2021) -
Many merger agreements include earnout provisions under which the stockholders in the acquired company are...more
Snow Phipps Grp., LLC v. KCake Acquisition, Inc., 2020-0282-KSJM (Del. Ch. Apr. 30, 2021) -
In Snow Phipps, the Court of Chancery refused to allow a private equity buyer with pandemic-related cold feet to back out of its...more
Obsidian Fin. Grp., LLC v. Identity Theft Guard Solutions, Inc., C.A. No: 2020-0485-JRS (Del. Ch. Apr. 22, 2021) -
Delaware is “more contractarian” than many other jurisdictions. Accordingly, as this case illustrates, a...more
In re Anthem-Cigna Merger Litigation, C.A. No. 2017-0114- JTL (Del. Ch. August 31, 2020) -
This action arose out of a failed merger transaction involving the second and third largest health insurers in the United States,...more
Forescout Tech., Inc. v. Ferrari Grp. Holdings, L.P., C.A. No. 2020-0385-SG (Del. Ch. July 14, 2020) -
In the midst of this global pandemic, the Court of Chancery certified an interlocutory appeal to the Delaware Supreme...more
In re: Essendant, Inc. Stockholder Litigation, C.A. No. 2018-0789-JRS (Del. Ch. Dec. 30, 2019).
When as here a Delaware corporation’s charter contains an exculpation provision under Section 102(b)(7) of the Delaware...more
Carr v. Global Payment Inc., C.A. No. 2018-0565-SG (Del. Ch. Dec. 11, 2019).
Under Delaware law, an order requiring a company to advance attorneys’ fees and expenses may be modified if the claims that triggered the...more
Western Standard, LLC v. SourceHOV Holdings, Inc., C.A. No. 2018-0280-JRS (Del. Ch. July 24, 2019).
Defendant Pangea acquired BancTec through a merger agreement that provided for an earn-out to former BancTec stockholders...more
Horton v. Organogenesis Inc.,C.A. No. 2018-0537-KSJM (Del. Ch. July 22, 2019).
Sellers in merger agreements generally agree to indemnify buyers for certain “Losses” but require the buyers to provide timely notice of...more
Dolan v. Altice USA, Inc., C.A. No. 2018-0651-JRS (Del. Ch. Jun. 27, 2019).
The founders of Cablevision Systems Corp., the Dolan family, in connection with a $17.7 billion acquisition of that entity by Altice Europe N.V....more
Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019).
This decision confirms that, in a post-merger dispute between an acquirer and the selling stockholders, broad...more
Vintage Rodeo Parent, LLC v. B. Riley Financial, Inc., C.A. No. 2018-0927-SG (Del. Ch. Mar. 14, 2019).
The merger agreement at issue in this case included provisions permitting extensions or terminations to account for...more
Himawan v. Cephalon, Inc., C.A. No. 2018-075-SG (Del. Ch. Dec. 28, 2018).
Parties in M&A transactions commonly include efforts clauses, like the obligation to use best efforts, commercially reasonable efforts, etc., to...more