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Delaware Transaction Law Lineage Laid Out in Long-Awaited Match Group Argument
It's time to draw some lines on where so-called "MFW creep" ends, Delaware Supreme Court justices said during argument in the Match Group shareholder appeal.
What's Fair Enough Is Fair: Entire Fairness Decisions Show M&A Perfection Not Required
Historically, it's been a rarity for a defendant to win once the notoriously stringent entire fairness has been applied as the standard of review in a Chancery case. But that may be changing.
3 Keys to Successfully Litigating Alter Ego Claims
David Perez, Aaron Ver and Jake Dean of Perkins Coie write that when it comes to establishing or piercing the corporate veil, it's best to be a storyteller rather than a box-checker.
SaaS Company Claims Freeze-Out By Ex-CEO, Joint Venture Partner
Troutman Pepper Hamilton Sanders filed the case Monday for plaintiff SureSwift Worldwide Inc. against Kevin McArdle, SureSwift's CEO from 2015 to 2022, and Calm Company Fund, an early-stage investor in profit-driven businesses.
Shareholder Redemption Rights Claims Advance in New Chancery Court SPAC Decision
Whether representing a SPAC or not, fiduciaries are required under Delaware law to be transparent with shareholders, Vice Chancellor Lori Will said, noting however that the unique structure of a SPAC leads shareholders to be harmed individually if they aren't able to fairly exercise their redemption rights.
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Anatomy of a Merger: Strategies and Techniques for Negotiating Corporate Acquisitions
Authors: James C. Freund
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BuzzFeed Won't Be Held to Arbitration Mandates in Ex-Employees' Contracts
Agreements signed before the company was acquired by a SPAC can't force the dispute over former executives' participation in an IPO into arbitration, Vice Chancellor Morgan Zurn said.
Superior Court Rules Verizon to Recover $120M From Insurers
"The securities claim definition at issue here is in a standard form that is used by policyholders across the country," said Keith McKenna, a partner at Cohen Ziffer Frenchman & McKenna.
Yoga Studio Chain Asks Supreme Court to Reverse Specific Performance Order
The Court of Chancery typically opts to steer away from mandating closure of a deal, making an order for specific performance uncommon.
Twitter-Musk Trial Delayed as Parties Get 3 Weeks to Close Renewed Acquisition Deal
Elon Musk's motion stated as he's now seeking to close on the terms of the original merger agreement, there's no need for a trial seeking the same outcome while delaying payouts to Twitter shareholders.'The Contract Is Clear': Musk Attorney Argues Agreement States Twitter Shareholders Can't Sue
Representing Elon Musk, Ed Micheletti of Skadden Arps Slate Meagher & Flom said Twitter shareholders were neither third-party beneficiaries and that claim, along with one for breach of fiduciary duty, should be dismissed.TRENDING STORIES
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