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Delaware corporate law continually evolves, and 2022 was no exception. As the year draws to a close and proxy season approaches, here are highlights of significant changes that may impact 2023 annual meeting plans, among...more
In Manti Holdings, LLC v. Authentix Acquisition Co., Inc., No. 354, 2020, 2021 WL 4165159 (Del. Sept. 13, 2021), the Delaware Supreme Court issued an important opinion affirming the use of stockholders agreements by and among...more
Under Delaware law, the doctrine of “piercing the corporate veil” has traditionally been used only in circumstances where there has been serious misconduct, and in such cases the Delaware courts have only applied this...more
In a case of first impression in Delaware, the Court of Chancery adopted the equitable doctrine of reverse veil-piercing1 in Manichaean Capital LLC v Exela Technologies Inc., a post-merger action to enforce an appraisal...more
A recent decision in the Delaware Chancery Court broadens the risk of inter-corporate liability by endorsing the theory of “reverse” veil-piercing, where a plaintiff can reach down to the assets of a parent company’s...more
The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more
The decision makes clear that deal price is an appropriate indicator of fair value even where there is only one bidder. In Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., the Delaware Supreme Court reversed a...more
On April 16, 2019, the Delaware Supreme Court reversed a significant appraisal decision from the Court of Chancery in Verition Partners v. Aruba Networks, Inc., holding that the Chancery Court abused its discretion in using...more
Over the last few years, three notable Delaware cases — C&J Energy, Corwin and Trulia — have paved the way for a dramatic shift in the deal litigation landscape. In C&J Energy Services, Inc. v. City of Miami General...more
In a trio of recent appraisal decisions, Delaware courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses (“DCF”) and the unaffected market price to determine fair...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either changed the law in a...more
In 2017, the Delaware courts once again issued many substantive corporate law decisions covering a wide range of issues critical to boards, stockholders, and officers. In addition, decisions from recent years continued to...more
In Dell Inc. v. Magnetar Global Event Driven Master Fund, Ltd., the Delaware Supreme Court reversed the Court of Chancery’s determination in an appraisal proceeding relating to the 2013 management-led buyout of Dell Inc....more
On December 14, 2017, the Delaware Supreme Court issued its much-anticipated opinion in the Dell appraisal case, Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., affirming in part, and reversing in part, the...more
On August 1, 2017, the Delaware Supreme Court, in an opinion by Chief Justice Leo E. Strine, Jr., reversed and remanded an appraisal ruling that had determined the buyout of DFC Global Corporation (“DFC”) by private equity...more
In a recent appraisal action before the Court of Chancery, In re Appraisal of SWS Group, Inc., C.A. No. 10554-VCG (Del. Ch. May 30, 2017), Vice Chancellor Glasscock found that the fair value of the acquired entity, SWS Group,...more
The Court of Chancery continues to wrestle with the issue of when the negotiated deal price represents "fair value" in an appraisal case. Here, serious problems with the management projections led the Court to reject a...more
Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital...more
This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more
Our 2016 M&A Report offers a detailed review of, and outlook for, the global M&A market. Other highlights include a comparison of deal terms in public and private acquisitions; updates on takeover defenses and public company...more
Numerous commentators and academics have written about the growth of M&A litigation over the last several years. Less noticed, but perhaps more significant, has been the growing tendency of institutional and other large...more