In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more
In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more
Delaware courts have routinely upheld post-closing merger price adjustments that comply with the requirements of Section 251 of the Delaware General Corporation Law. To allow stockholders to make an informed decision as to...more