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Business Litigation Acquisition Agreements

Stikeman Elliott LLP

Recent Québec Court of Appeal Decision Highlights the Importance of Clear Drafting for Earnouts

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Ambiguous drafting of earnout provisions in M&A agreements is a perennial source of post-closing disputes. What may have seemed clear to parties in the heat of negotiations can often become less so as time passes,...more

Seyfarth Shaw LLP

Court of Appeals Clarifies New York’s Approach to “Successor Jurisdiction”

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On April 18, 2024, the New York Court of Appeals (New York’s highest appellate court) issued a decision in Lelchook v. Société Générale de Banque au Liban SAL, --- N.E.3d ---, 2024 WL 1661460 (Apr. 18, 2024) in which it held...more

Sheppard Mullin Richter & Hampton LLP

The Delaware Court of Chancery Puts Practitioners on Notice Regarding Voting Formalities Around Merger Agreements

In Ap-Fonden v. Activision Blizzard, Inc., C.A. No. 2022-1001-KSJM, 2024 WL 863290 (Del. Ch. Feb. 29, 2024), the Delaware Court of Chancery (McCormick, C.) declined to dismiss a claim alleging that the Board of Directors of...more

Stikeman Elliott LLP

Limitations on Good Faith Damages: No Presumption of Loss for Breach of Honest Performance

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In Bhatnagar v. Cresco Labs Inc., 2023 ONCA 401, the Ontario Court of Appeal elaborated on the Supreme Court’s decision in C.M. Callow Inc. v. Zollinger, 2020 SCC 45 (“Callow”) and clarified that a breach of the contractual...more

Dechert LLP

Delaware Court of Chancery Finds Tesla’s Acquisition of SolarCity “Entirely Fair”

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The Delaware Court of Chancery issued its decision in In re Tesla Motors, Inc., on April 27, 2022, rejecting claims that Tesla, Inc. CEO Elon Musk breached his fiduciary duties to Tesla’s stockholders as a director and an...more

Farrell Fritz, P.C.

Commercial Division Says, “Nope, Not Enough” When Using Local Counsel to Establish Personal Jurisdiction

Farrell Fritz, P.C. on

Commercial transactions often involve parties from different states.  When a dispute arises between diverse parties, the question of whether a party can obtain personal jurisdiction over a defendant becomes critical.  This...more

Robinson+Cole Manufacturing Law Blog

2022 Corporate Compliance & Litigation Outlook for Manufacturers

In late 2012, we created the Manufacturing Law Blog with the goal of providing our manufacturing clients with a holistic approach to the unique issues they face in their global operations. ...more

Gray Reed

The Pandemic is not a MAE; Is the Ordinary Course Covenant the New MAE?

Gray Reed on

Recent Delaware cases appear to make two things clear. First, it remains extremely unlikely that a court will find an event or occurrence to fall within the general provisions of a Material Adverse Effect condition and as a...more

Polsinelli

Minimizing the Risk of Litigation: Acquisitions

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In an acquisition, part of a buyer’s goal is to make as informed a decision as possible and to close the deal efficiently and inexpensively. Costly, post-acquisition litigation is the last thing any party to a transaction...more

Proskauer - The Capital Commitment

The Top Ten Regulatory and Litigation Risks for Private Funds in 2017

Private investment funds and advisers are likely to face new regulatory challenges and increased litigation risks in 2017, not only because of a change in the administration, but also because many advisers have not corrected...more

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