Court of Chancery holds that Corwin cleansing does not apply to claims seeking to enjoin entrenching actions subject to enhanced scrutiny review under Unocal. The Court found that Plaintiffs successfully pled facts...more
In Brown v. Matterport, Inc., et al., C.A. No. 2021-0595-LWW (Del. Ch. Jan. 10, 2022), the Delaware Court of Chancery held that transfer restrictions restricting trade of stock “outstanding immediately” after a de-SPAC merger...more
Tags, drags, ROFOs, and ROFRs raise a number of substantive and procedural issues for parties to joint acquisition arrangements. Tag-along rights, drag-along rights, rights of first offer (ROFOs), and rights of first...more