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Shareholders Merger Agreements Fiduciary Duty

Kramer Levin Naftalis & Frankel LLP

Delaware Supreme Court Affirms Breach of Fiduciary Duty Judgment Against CEO but Reverses Bidder’s Aiding and Abetting Liability

In a recent decision by the Delaware Supreme Court sitting en banc in In re Mindbody, Inc., Stockholder Litigation, the court affirmed the Court of Chancery’s determination that Mindbody’s CEO had breached his duties of...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Finds a ~27% Founding Stockholder Is Not a Controller

On July 2, 2024, the Delaware Chancery Court in Sciannella v. AstraZeneca dismissed stockholder claims in connection with the $3 billion merger of Viela Bio and Horizon Therapeutics in 2021. The merger was approved by Viela’s...more

Morris James LLP

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation...

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Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more

Jones Day

Court of Chancery Grants Rare Motion to Dismiss Suit Governed by Entire Fairness Standard

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The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more

Farrell Fritz, P.C.

Court of Appeals Bolsters the Internal Affairs Doctrine, Takes a Stroll Through Scottish Fiduciary Law

Farrell Fritz, P.C. on

It’s not every day that New York’s highest court considers a question impacting the business divorce cases that we typically litigate.  And even when an interesting business divorce issue does make its way up to Albany, it’s...more

Hogan Lovells

In re Mindbody Inc., Stockholder Litigation: Court finds unfair sale process

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In re Mindbody Inc., Stockholder Litigation, C.A. No. 2019-0442-KSJM (Del. Ch. Mar. 15, 2023), the Delaware Court of Chancery held that a CEO breached his fiduciary duties by taking steps the court found tilted a merger sale...more

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Signals Heightened Scrutiny of SPAC Boards and Sponsors

The Delaware Chancery Court has issued a decision with major implications for sponsors and directors of Delaware incorporated special purpose acquisition companies (SPACs).  In re MultiPlan Corp. Stockholders Litigation is a...more

Morris James LLP

Chancery Dismisses Implied Covenant Claim For Former Stockholders’ Alleged Improper Demands That Company Take Actions To Achieve...

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Pacira Biosciences, Inc. v. Fortis Advisors LLC, C.A. No. 2020-0694-PAF (Del. Ch. Oct. 25, 2021) - There generally cannot be a claim under the implied covenant of good faith and fair dealing for conduct that is addressed...more

Stinson - Corporate & Securities Law Blog

Court Finds Indemnification Provisions in Merger Agreement Binding on Non-Signatories

In Houseman et al v. Sagerman et al the Plaintiffs challenged the enforceability of the indemnification provisions in a merger agreement amongst other things.  The Merger Agreement provided for an indemnification escrow....more

Orrick, Herrington & Sutcliffe LLP

What's New in Corporate Governance and Securities Law - October 18, 2019

Corporate Governance and Securities Law Developments - Directors Can Be Held Liable for Failure to Oversee “Mission Critical” Regulatory Compliance - On October 1, the Delaware Court of Chancery refused to dismiss a...more

Troutman Pepper Locke

Considering Go-Shops in the Sale Process

Troutman Pepper Locke on

Post-signing “go-shop” processes first appeared in 2004 as an alternative to the traditional sale process for public companies. As one way to satisfy its “Revlon duty” to get the best price in the sale of the company, the...more

Morris James LLP

Court Of Chancery Permits Validation Of Defective Merger

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The Cirillo Family Trust v. Moezinia, C.A. 10116-CB (Del. Ch. July 11, 2018) - This is an interesting decision for three reasons. First, it gives a good discussion of when defective corporate acts can be cured under...more

K&L Gates LLP

Tenders Have the Same Cleansing Effect as Stockholder Votes in Two-Step, Section 251(h) Deals

K&L Gates LLP on

In In re Volcano Corp. Stockholder Litig., C.A. No. 10485-VCMR (Del. Ch. June 30, 2016), the Delaware Court of Chancery held that when a fully informed, uncoerced, disinterested majority in voting power of a target’s...more

Cooley LLP

Blog: Options to Acquire: How these Creative Acquisition Strategies Differ from a Traditional Purchase

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Creative acquisition strategies are offering both buyers and targets additional opportunities to grow their businesses through M&A. One strategy that we are seeing parties use is the “option to acquire” structure, which...more

Eversheds Sutherland (US) LLP

Delaware Supreme Court Addresses Novel Controlling-Stockholder Claim and Clarifies Effect of a Fully Informed, Uncoerced...

The Delaware Supreme Court recently issued an opinion, captioned Corwin v. KKR Financial Holdings LLC, that sheds further light on when a stockholder owning less than 50% of the voting power of a company may be deemed a...more

Brooks Pierce

Minority Shareholder Owed No Fiduciary Duty To Other Shareholders In Merger Transaction

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Judge Gale's decision earlier this month in Corwin v. British American Tobacco PLC, 2015 NCBC 74 dismissed all of the claims of the Plaintiff class. If the name Corwin is ringing a bell with you, his case is the shareholder...more

Morris James LLP

Del. Justices Reverse Injunction Halting Sale of Control Transaction

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When a Delaware corporation engages in a sale of control transaction, its board's obligation is to obtain the highest value reasonably attainable. This obligation, often referred to as Revlon duties, may be fulfilled as long...more

Orrick, Herrington & Sutcliffe LLP

Delaware Supreme Court Holds That Revlon Does Not Require An Active Market Check, Reverses Lower Court Order Preliminarily...

On December 19, 2014, the Supreme Court of Delaware reversed the Delaware Court of Chancery's November decision to preliminarily enjoin for 30 days a vote by C&J Energy Services stockholders on a merger with Nabors Red Lion...more

Bracewell LLP

Delaware Supreme Court Reverses Injunction Requiring Thirty Day Go-Shop

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In a recent decision, the Delaware Supreme Court reversed the Court of Chancery's entry of a preliminary injunction that enjoined C&J Energy Services, Inc. ("C&J") from holding a stockholder vote on its proposed merger with...more

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