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Private Equity › Delaware General Corporation Law

Wilson Sonsini Goodrich & Rosati

The Entrepreneurs Report – 1H 2024

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In this latest issue of The Entrepreneurs Report, we’ve compiled a range of data on venture, convertible note, and SAFE financing transactions in which the firm was involved during the second quarter of 2024, with the...more

Troutman Pepper

Delaware Corporate Charters Cannot Incorporate Provisions of Third-Party Agreements by Reference

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In Seavitt v. N-able, Inc., the Delaware Court of Chancery held that certain governance rights granted to a corporation’s significant stockholders were statutorily invalid. This included a provision purporting to allow those...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Court Denies Dismissal of Claims Based on Controller and Financial Advisor Conflicts

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On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize...more

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

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In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

Troutman Pepper

“Market Practice Needs to Check Itself” – A Reminder from the Court of Chancery that M&A Practitioners Must Strictly Abide by...

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In Sjunde AP-Fonden v. Activision Blizzard, Inc., the Delaware Court of Chancery refused to dismiss claims against Activision Blizzard, Inc. (the company) and its board of directors (the board) that the board had violated,...more

Kramer Levin Naftalis & Frankel LLP

Protecting Drag-Along Rights in Private Equity Deals

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Even as they make their investment, private equity investors are focused on their exit. A standard feature of an exit strategy is the set of drag-along rights embedded in a stockholder or similar agreement executed among...more

A&O Shearman

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

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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

Jones Day

Fifth Circuit Rules That Corporate Charter Provision Requiring Shareholder Consent for Bankruptcy Filing Is Enforceable but...

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In a highly anticipated decision, the U.S. Court of Appeals for the Fifth Circuit recently affirmed a bankruptcy court order dismissing a chapter 11 case filed by a corporation without obtaining—as required by its corporate...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Recent Opinions Highlight Different Appraisal Valuation Methods Employed in Merger Transactions by Delaware Courts"

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There is a general perception that statutory appraisal challenges have been on the rise over the past several years. The Delaware Court of Chancery has issued a number of opinions during that time that use the merger price...more

Allen Matkins

Before Rapunzel There Was Rudabeh

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In Koehler v. NetSpend Holdings, Inc., 2013 Del. Ch. LEXIS 131 (Del. Ch. May 21, 2013), Vice Chancellor Sam Glasscock III wrote “In fact, NetSpend appears more Rapunzel than Penelope; she must, it seems, let down her hair or...more

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