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Delaware: A Confirmed Pro-Sandbagging Jurisdiction

In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more

IN THE NEWS: The Potential Overhaul of M&A – Senator Elizabeth Warren’s Prohibiting Anticompetitive Mergers Act

United States Senator Elizabeth Warren (D-Mass.) and United States Representative Mondaire Jones (D-N.Y.) on March 16, 2022 introduced the Prohibiting Anticompetitive Mergers Act (the “Act”) to ban what they’ve called “the...more

Delaware Court Subjects de-SPAC Transaction to Entire Fairness Standard of Review

In In re MultiPlan Corp. Stockholders Litigation, the Delaware Court of Chancery denied defendants’ motions to dismiss and ruled that the plaintiffs’ may proceed with their claims that a the insiders of a special purpose...more

Left in the Cold: Terminating Merger Agreement that Eliminates Liability for Post-Termination Claims Means What It Says

The ruling of the Delaware Court of Chancery in Yatra Online v. Ebix highlights the need for M&A practitioners to exercise care when drafting termination and remedies provisions in merger agreements and other contracts and to...more

Boeing’s Board Agrees to $237.5 Million Settlement in Litigation Alleging Failure to Oversee Airplane Safety

The board of directors (“Board”) of The Boeing Company (“Boeing”) agreed to a staggering $237.5 million settlement of a lawsuit brought by stockholders on behalf of Boeing alleging that the Board and certain executive...more

Key 2021 Amendments to Delaware Business Entity Statutes

This article summarizes key amendments to the Delaware General Corporation Law (“DGCL”), Delaware Limited Liability Company Act (“DLLCA”), Delaware Revised Uniform Partnership Act (“DRUPA”) and Delaware Revised Uniform...more

The Corporate Transparency Act: What You Need to Know About Mandatory Beneficial Ownership Reporting Requirements Coming Soon

By January 1, 2022, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) will publish regulations regarding mandatory beneficial ownership reporting requirements (Reporting Requirements) as...more

IN THE NEWS: Franchi v. Multiplan Corp., et al. – SPACs and Potential Conflict Issues

The recently filed complaint in Franchi v. Multiplan Corp., et al. is one to watch because it alleges breach of fiduciary duties by the directors and controlling shareholders of Churchill Capital Corp. III (Company), a...more

Potential Pitfalls in Waiving or Retaining Attorney-Client Privilege over Pre-Closing Communications in Asset Sales

In DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, the Delaware Court of Chancery (the “Court”) in an unpublished opinion analyzed whether the asset purchase agreement included the sale to the buyer of the...more

Private Equity Fund May Be Liable for Fraud, Aiding and Abetting Fraud and Conspiracy in $295 Million Sale of Portfolio Company...

In Agspring Holdco, LLC, et al v. NGP X US Holdings, L.P., et al, the Delaware Court of Chancery (the “Court”) denied a motion to dismiss claims of fraud, aiding and abetting fraud and conspiracy to commit fraud against the...more

SEC Expands Definition of Accredited Investor

On August 25, 2020, the U.S. Securities and Exchange Commission (SEC) adopted amendments to the definition of “accredited investor” in Rule 501 promulgated under Regulation D of the Securities Act of 1933. Historically,...more

The PPP Meets M&A: Pitfalls For The Unwary Borrower and Lender

The Small Business Administration (SBA) issued a Procedural Notice  on October 2, 2020, detailing required procedures impacting Paycheck Protection Program (PPP) borrowers and lenders if: (i) twenty percent or more of the...more

Dozens of McDonald’s Corporation’s African American Franchisees Sue Alleging Pervasive Racial Discrimination

McDonald’s Corporation (“McDonald’s”) is facing two high-profile lawsuits involving allegations of race-based discrimination against franchisees and executives....more

McDonald’s Sues Former CEO to Recoup Millions in Severance Alleging of Improper Employee Relationships

McDonald’s Corporation (McDonald’s) sued its former Chief Executive Officer, Steve Easterbrook, in August 2020 in an effort to force him to repay the $40 million in severance and equity awards provided to him when the company...more

Controlling Shareholder’s Discussions with Minority Stockholders Results in Application of Entire Fairness Standard

The Delaware Court of Chancery (the Court) in In re Homefed Corporation Stockholder Litigation chronicles a controlling stockholder’s failed attempt to use the protections outlined in Kahn v. M & F Worldwide Corp. (MFW) to...more

In the News: WeWork’s Special Committees War Over Privileged Communications

On a matter of first impression, the Delaware Court of Chancery (the Court) found in In re WeWork Litigation that corporate officers of a Delaware corporation may not unilaterally deny a director of a corporation access to...more

Buyer’s Claim of Fraud and Fraudulent Inducement in Connection with $106 Million Purchase of Target Allowed to Proceed Due to...

The Delaware Chancery Court in The Anschutz Corporation et. al. v. Brown Robin Capital, LLC ruled against dismissing several of Buyer’s claims in a dispute involving the $106 million acquisition of OnRamp Access, LLC...more

Minority Members’ Contractual Blocking Rights Can Result in the Imposition of Fiduciary Duties

In Skye Mineral Investors LLC v. DXS Capital (U.S.) Limited, et al., the Delaware Court of Chancery (the “Court”) denied defendants’ motion to dismiss, finding that plaintiffs had sufficiently pled a breach by the members...more

Email Exchange Insufficient to Create Binding Contract

In Chalker Energy Partners III, LLC v. Le Norman Operating LLC, the Texas Supreme Court analyzed an email exchange between the sellers’ agent and a bidder to determine if a contract had been formed.  Chalker involved 18...more

Aiding and Abetting Claim Sustained Against M&A Advisor JPMorgan

On June 1, the Delaware Chancery Court (the “Court”) in Morrison v. Berry  allowed an aiding and abetting breach of fiduciary claim to proceed against financial advisor J.P. Morgan Securities, LLC (“JPMorgan”) for its role in...more

Now Available: Revised PPP Loan Forgiveness Application And New EZ Application

On June 16, 2020, the Small Business Administration (SBA) released an updated Paycheck Protection Program (PPP) Loan Forgiveness Application and Instructions, as well as a new PPP Loan Forgiveness Application Form 3508EZ (EZ...more

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