News & Analysis as of

Reversal Merger Agreements

Pillsbury Winthrop Shaw Pittman LLP

When the Negotiator of Deal Terms Is Negotiating Personal Compensation: Lessons for Board Members

Delaware Supreme Court reinstates case alleging fiduciary breach for failure to disclose CEO’s post-merger compensation discussions. Deal negotiators should take care not to negotiate their own post-closing compensation...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

White & Case LLP on

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

Hogan Lovells

Quarterly Corporate / M&A Decisions Update: Q2 2019

Hogan Lovells on

This update is designed to highlight selected important M&A, corporate and commercial court decisions on a quarterly basis. Brief summaries of each decision appear below with links to more robust discussions. ...more

Foley & Lardner LLP

Buyer Beware: Post-Facto Mergers a New Potential IPR Killer

Foley & Lardner LLP on

Overturning prior PTAB precedent, the Federal Circuit has now held that post-facto business mergers that create a new real-party-in-interest (“RPI”) trigger the one-year bar date for filing IPR petitions on patents asserted...more

Skadden, Arps, Slate, Meagher & Flom LLP

Examining Corwin: Latest Trends and Results

The Delaware Supreme Court’s 2015 decision in Corwin v. KKR Financial Holdings LLC1 fashioned a powerful defense in post-closing money damages cases for boards of directors by finding that business judgment deference applies...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Developments in Delaware Corporation Law in 2017

Developments in appraisal law, the application of Corwin v. KKR Financial Holdings LLC in post-closing damages actions and the potential expansion of Kahn v. M&F Worldwide Corporation (MFW) — a case examining the standard of...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Delaware Supreme Court Emphasizes Deal Price in Appraisal Litigation

On December 14, the Delaware Supreme Court released a long-awaited opinion in Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd. that reversed and remanded a high-profile appraisal case decided by the Delaware Court...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

Jones Day

In Brief: Court Rules Against Lyondell Litigation Trustee on LBO Fraudulent Conveyance Claims

Jones Day on

In Weisfelner v. Blavatnik (In re Lyondell Chemical Company), 2017 BL 131876 (Bankr. S.D.N.Y. Apr. 21, 2017), the bankruptcy court presiding over the chapter 11 case of Lyondell Chemical Company ("Lyondell") handed down a...more

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