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Representations and Warranties Merger Agreements Breach of Warranty

Snell & Wilmer

The Tie that Binds: Enforceabliity of Merger Provisions Against Non-signatory Shareholders

Snell & Wilmer on

The Predicament - One challenge encountered in M&A deals is how to bind all shareholders of the target company to all deal terms. For private companies with few shareholders, this is not much of a challenge. However,...more

Morris James LLP

Do Post-Closing Merger Price Adjustments Comport With DGCL?

Morris James LLP on

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

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