Shareholders, Consideration

Texas Supreme Court Holds That Law Firm Could Not Redeem A Departing Partner’s Shares For No Value Under The Parties’ Shareholder...

Winstead PC on 6/26/2023

In Skeels v. Suder, a departing shareholder of a law firm sued regarding the firm’s decision to redeem his shares for no consideration. No. 21-1014, 2023 Tex. LEXIS 578 (Tex. June 23, 2023). ...more

Delaware Court Addresses Claims Arising From Hackers’ Theft of Merger Consideration

Latham & Watkins LLP on 5/20/2022

After hackers targeted law firm emails and stole a portion of the merger consideration, the Delaware Court of Chancery found it was “reasonably conceivable” that an M&A buyer could be liable for not ensuring final payment...more

Re-examining the M&A Playbook for Non-consenting Stockholders in Light of Cigna Health

BakerHostetler on 3/4/2015

In a case that is likely to impact M&A structuring for certain transactions, the Delaware Court of Chancery held that (1) stockholder release obligations found only in a letter of transmittal and not in the related merger...more

Private Company M&A: Post-Closing Purchase Price Adjustment Provisions: New Decision Holds Some Common Mechanics Unenforceable

K&L Gates LLP on 1/7/2015

In private company acquisitions, it is common for the buyer to require that a portion of the merger consideration be set aside in escrow as an accessible source of funds to cover the buyer’s post-closing indemnification...more

Delaware Chancery Requires Payment of Merger Consideration to Dissenting Stockholder After Expiration of Appraisal Period

Katten Muchin Rosenman LLP on 11/19/2014

The Delaware Court of Chancery recently dismissed corporate mismanagement and breach of fiduciary duty claims filed by a dissenting stockholder, but ordered that the surviving corporation in a merger was required to pay the...more

Delaware Chancery Court Finds Merger "Entirely Fair" to Common Stockholders Despite the Merger Leaving Common Stockholders With No...

Sheppard Mullin Richter & Hampton LLP on 8/28/2013

In In re Trados Inc. Shareholder Litigation, Case No. 1512-VCL, 2013 Del. Ch. LEXIS (Del. Ch. Aug. 16, 2013), Vice Chancellor Laster of the Court of Chancery of the State of Delaware resolved the long-pending dispute...more