Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG (Del. Ch. Apr. 30, 2024) -
Stockholder representatives of an acquired corporation brought claims alleging that defendants had failed to use contractually-required...more
Energy Transfer LP v. The Williams Companies, Inc., No. 391, 2022 (Del. Oct. 10, 2023) -
Busted-deal litigation is commonplace in Delaware and often requires Delaware courts to interpret provisions in merger agreements...more
26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., CA No. 2023-0128-JTL (Del. Ch. September 7, 2023) -
Even where the parties have contractually agreed that specific performance is the preferred remedy for a breach,...more
Houseman v. Sagerman, C.A. No. 8897-VCG (Del. Ch. July 20, 2021) -
A merger agreement between a subsidiary of Healthport Technologies, LLC and Universata, Inc., gave the owners of 72 percent of Universata’s stock (the...more
Bardy Diagnostics, Inc. v. Hill-Rom, Inc. C.A. No. 2021-0175-JRS (Del. Ch. Jul. 9, 2021) -
Bardy manufactures a patch that measures heart rate. Its reimbursement rate for the patch had for years been set around $365 per...more
Fortis Advisors, LLC v. Dematic Corp., C.A. No. N18C-12-104 AML [CCLD] (Del. Super. Nov. 18, 2020) -
As this decision illustrates, Delaware trial courts have a variety of sanction options available when it comes to...more
The Williams Cos., Inc. v. Energy Transfer LP, C.A. No. 12168-VCG (Del. Ch. July 2, 2020) -
The Court of Chancery will enforce a merger agreement’s plain and unambiguous terms, including parties’ agreed-upon conditions for...more
Fortis Advisors LLC v. Allergan W.C. Holding Inc., C.A. No. 2019-0159-MTZ (Del. Ch. May 14, 2020).
Plaintiff, as representative for the former stockholders of Oculeve, Inc., sued Defendant Allergan for alleged material...more
Fortis Advisors LLC v. Shire US Holdings, Inc., C.A. No. 2018-0933-JRS (Del. Ch. Feb. 13, 2020) -
The doctrine of res judicata bars a plaintiff from splitting claims arising from a single transaction into multiple...more
Channel Medsystems, Inc. v. Boston Scientific Corp., C.A. No. 2018-0673-AGB (Del. Ch. Dec. 18, 2019).
Material adverse effect clauses provide a form of buy-side protection in merger agreements. These often are complex...more
Genuine Parts Company v. Essendant Inc., C.A. No. 2018-0730-JRS (Del. Ch. Sept. 9, 2019).
Termination fee provisions are commonplace buy-side protection in M&A transactions intended to recoup a failed prospective...more
Vintage Rodeo Parent, LLC v. B. Riley Financial, Inc., C.A. No. 2018-0927-SG (Del. Ch. Mar. 14, 2019).
The merger agreement at issue in this case included provisions permitting extensions or terminations to account for...more
Himawan v. Cephalon, Inc., C.A. No. 2018-075-SG (Del. Ch. Dec. 28, 2018).
Parties in M&A transactions commonly include efforts clauses, like the obligation to use best efforts, commercially reasonable efforts, etc., to...more
Fortis Advisors LLC v. Stora Enso AB, C.A. No. 12291-VCS (Del. Ch. Aug. 10, 2018) -
Many merger agreements provide for additional payments after closing depending on the target’s performance....more
Blueblade Capital Opportunities LLC v. Norcraft Cos. Inc., C.A. No. 11184-VCS (Del. Ch. July 27, 2018) -
This is an important appraisal decision because it examines, post-Dell and DFC, when the market price and deal price...more
Penton Business Media Holdings LLC v. Informa PLC, C.A. No. 2017-0847-JTL (Del. Ch. July 9, 2018) -
This decision explains the difference between agreeing to have a dispute decided by an expert rather than an arbitrator. ...more
This opinion arises out of the appraisal proceeding relating to Hewlett-Packard’s purchase of Aruba Networks. The case led to two notable opinions, so far.
The first notable opinion was the Court’s original post-trial...more
Greenstar IH Rep. LLC v. Tutor Perini Corporation, C.A. No. 12885-VCS (Oct. 31, 2017) -
With every contract under Delaware law comes the obligation to not act so as to deprive the counter party of the benefit of its...more
The Court of Chancery often addresses the question of who, as between the Court and an arbitrator, should decide whether certain disputes are arbitrable. The analysis of this substantive arbitrability question is complicated...more
Plaintiffs’ attorneys in representative litigation may obtain awards of fees and expenses when their efforts prove successful and provide benefits to the represented class. This decision explains how the Court of Chancery...more
This is an interesting advancement case as it applies the usual test of whether the former directors have been sued “by reason of the fact” they were directors in the context of suit against former owners’ representative for...more