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Mergers › Contract Terms › Motion to Dismiss

Vinson & Elkins LLP

Delaware Court of Chancery Dismisses Claims Relating to Sale of Company Against Private Equity Majority Owner

Vinson & Elkins LLP on

In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider...more

Mayer Brown

Delaware Law Alert: Chancery Court Dismisses Challenge to Elimination of Tag-Along Rights in Private Equity-Backed Healthcare...

Mayer Brown on

A recent Delaware Chancery Court decision provides important guidance for private equity sponsors, minority investors, and deal professionals regarding the enforceability of contractual waivers and the limits of the implied...more

White & Case LLP

Ahead of the pack: US M&A 2019: Key dealmaking decisions from Delaware and New York

White & Case LLP on

We focus on two H2 2019 rulings that could affect M&A transactions in the future. Genuine Parts: Acceptance of termination fee does not prevent further remedies - In September 2019, the Delaware Chancery Court refused to...more

Cadwalader, Wickersham & Taft LLP

The Delaware Court of Chancery Enforces Clear and Unambiguous Terms of Merger Agreement in Finding Termination Fee Provision Did...

Cadwalader, Wickersham & Taft LLP on

The Delaware Court of Chancery’s recent decision, Genuine Parts Company v. Essendant Inc., provides a helpful reminder that Delaware courts will enforce the clear and unambiguous terms of a merger agreement, and will consider...more

A&O Shearman

Finding Merger Agreement Provisions Regarding Milestone Payments Ambiguous, Delaware Court Of Chancery Denies Dismissal Of...

A&O Shearman on

On August 10, 2018, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a motion to dismiss breach of contract claims stemming from a merger agreement pursuant to which defendant, Stora Enso AB,...more

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