Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | February 19, 2020
The standard of review and who has the burden of proof are important issues in any trial of stockholder litigation. One instance where entire fairness is the standard of review is a merger where a controlling stockholder is on both sides of the transaction.
Delaware Business Court Insider | Q&A
By Jenna Greene | December 20, 2019
'While it is always odd to be on opposite sides of the same legal issue, in this case, it didn't really feel all that odd because, once we dug into the facts, the cases were not that similar at all.'
By David B. Hennes and Mary Zou | October 25, 2019
Notwithstanding the fact that NDAs are commonplace in M&A transactions, breaches of NDAs are rarely litigated. Parties may be reluctant to make the dispute public and damages for breach of an NDA can be difficult to prove. Nonetheless, as the cases discussed herein demonstrate, "use" clauses can have collateral consequences if litigation does arise depending on other provisions in the NDA and how the transaction develops.
Delaware Business Court Insider | Commentary
By James H. S. Levine and Douglas D. Herrmann | August 7, 2019
All agreements rely on a mix of provisions to achieve the contracting parties’ objectives. Some of these provisions will necessarily be bespoke—drafted for use in the particular agreement—while others will be boilerplate—stock, uncustomized language usually reserved for more routine aspects of the agreement, such as integration and construction clauses and disclaimers of third-party beneficiaries.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | July 3, 2019
Since the Delaware Supreme Court's 2015 Corwin decision, practitioners in merger transactions have been able to advise clients that a transaction otherwise subject to enhanced scrutiny could be subject to business judgment review if the transaction is approved by a majority of fully informed, noncoerced shareholders.
Delaware Business Court Insider | News
By Tom McParland | June 7, 2019
SunCoke would purchase all publicly traded units of SunCoke Energy Partners that it did not already own, in exchange for SunCoke stock.
Delaware Business Court Insider | Commentary
By Jennifer H. Rearden, Jefferson E. Bell and Mark H. Mixon Jr. | May 15, 2019
In 'Verition Partners Master Fund v. Aruba Networks,' the Delaware Supreme Court considered whether the Delaware Court of Chancery abused its discretion in concluding that, as of the “effective date” of the merger between Aruba Networks Inc. and Hewlett-Packard Co., the “fair value” of Aruba was its unaffected market price.
Delaware Business Court Insider | News
By Tom McParland | May 10, 2019
Judge Abigail M. LeGrow on Thursday ruled that the claims by plaintiff P&TI Acquisition Co. failed because the firm had failed to show that managers associated with a Morgenthaler-related firm controlled the entities by virtue of either their voting or decision-making power.
Delaware Business Court Insider | News
By Tom McParland | May 7, 2019
The proposed class action alleged that Minnesota-based TCF omitted important information that shareholders would need in order to vote on the all-stock merger at a special meeting scheduled for June 7.
Delaware Business Court Insider | News
By Tom McParland | April 8, 2019
The ruling, published Friday by a three-judge panel of the state high court, applied the justices' 2014 precedent in the case Kahn v. M&F Worldwide to deny business-judgment deference to the Earthstone board and reversed, in part, the Chancery Court's dismissal of the case in its entirety last July.
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