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Private Equity DE Supreme Court

Skadden, Arps, Slate, Meagher & Flom LLP

In Appraisal Cases, Court of Chancery Increases Deal Price-based Valuation if Evidence Shows Pre-Closing Change

For the purposes of a statutory appraisal under Delaware law, a corporation’s fair value is determined “on the date of the merger” ― in other words, at closing, not signing. However, deal terms, including price, are typically...more

Snell & Wilmer

Sorting Through the Kettle of Fish: Delaware Supreme Court Enforces Contractual Provisions Limiting Liability to “Deliberate...

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When determining whether to uphold an indemnification provision that carved out an exception for only deliberate fraud, the Delaware Supreme Court recently explained in Express Scripts, Inc. v. Bracket Holding Corp., ___ A.3d...more

Lowenstein Sandler LLP

Delaware Supreme Court Clarifies Limited Partner Rights To Books And Records: The Decision Will Have A Meaningful Impact On All...

Lowenstein Sandler LLP on

What You Need To Know:- •For managers preparing documents for their first Delaware fund, the limited partnership agreement of the fund should expressly require that any materials requested in connection with a books and...more

Stinson - Corporate & Securities Law Blog

Delaware Supreme Court Interprets Books and Records Provision of Limited Partnership Agreement

In Murfey v WHC Ventures, LLC the Delaware Supreme Court interpreted the books and records provisions of three limited partnership agreements.  The plaintiff wanted Schedule K-1s attached to the partnerships’ tax returns. ...more

White and Williams LLP

Evidence of Lack of Adequate Compliance Systems Sufficient to Plead Bad Faith by Board

Summer is usually the best time of year for ice cream companies, but the season is off to a rough start for Blue Bell Creameries, USA, Inc. The Delaware Supreme Court, in Marchand v. Barnhill, held on June 18 that a suit...more

Jones Day

Delaware Supreme Court Endorses Deal Price In Statutory Appraisal Action

Jones Day on

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

A&O Shearman

Delaware Supreme Court Finds Deal Price Minus Synergies As Fair Value In Aruba Networks Appraisal Appeal, Rather Than Average...

A&O Shearman on

On April 16, 2019, the Delaware Supreme Court, in a per curiam decision, held that Aruba Networks, Inc.’s (“Aruba”) fair value in an appraisal action was $19.10 per share, reversing the Court of Chancery’s valuation of $17.13...more

Troutman Pepper

The Importance of Well-Crafted Corporate Opportunity Waivers in Private Equity and Venture Capital Investments

Troutman Pepper on

A recent Delaware Supreme Court order affirming the Court of Chancery’s ruling in Alarm.com Holdings, Inc. v. ABS Capital Partners, Inc. provides important guidance for private equity and venture capital firms that seek to...more

A&O Shearman

Delaware Supreme Court Affirms Dismissal Of Misappropriation Claims Against Private Equity Investor That Invested In A Competitor

A&O Shearman on

On February 7, 2019, the Delaware Supreme Court issued an order affirming the dismissal of misappropriation claims by Alarm.com Holdings, Inc. against ABS Capital Partners Inc. (and its affiliates), a private equity firm that...more

Skadden, Arps, Slate, Meagher & Flom LLP

Dell and Fair Value in Statutory Appraisal Actions

The development of Delaware appraisal law has continued with the Delaware Supreme Court’s highly anticipated December 2017 appraisal opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. In Dell, the court...more

Dechert LLP

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Decision Addresses Critical "Fair Value" Issues in Appraisal Litigation

On August 1, 2017, the Delaware Supreme Court issued an en banc opinion in DFC Global Corporation v. Muirfield Value Partners, L.P., et al., reversing the Delaware Court of Chancery's decision regarding the fair value of DFC...more

Stinson - Corporate & Securities Law Blog

Delaware Supreme Court Rejects Presumption that Deal Price is Best Estimate of Fair Value; Private Equity Buyer’s Price Deserves...

In DFC Global Corp. v Muirfield Value Partners, L.P. et al, the Delaware Supreme Court declined to adopt a presumption that in an arm’s length merger the deal price is the best estimate of fair value for purposes of an...more

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