Edward Micheletti on Acquisitions

Delaware Supreme Court Clarifies Standards Applicable To Advance Notice Bylaws

On July 11, 2024, the Supreme Court of Delaware, en banc, issued an important decision in Kellner v. AIM Immunotech Inc.,1 which arose from a challenge in the Delaware Court of Chancery involving advance notice bylaws that...more

7/16/2024 / Acquisitions , Board of Directors , Business Disputes , Bylaws , Commercial Litigation , Corporate Governance , Delaware General Corporation Law , Mergers , Shareholder Litigation

Insights: The Delaware Edition - June 2024

In this issue, we discuss Delaware court developments, including the first-ever dismissal of a SPAC disclosure complaint, as well as rulings pertaining to financial advisor conflict and disclosure law, state laws involving...more

6/26/2024 / Acquisitions , Board of Directors , Business Judgment Rule , Commercial Litigation , Corporate Governance , DE Supreme Court , Disclosure , Disclosure Requirements , Mergers , Securities and Exchange Commission (SEC) , Securities Litigation

Under Control: Recent Delaware Decisions on Controller Transactions, Standards of Review and Disclosure Obligations

The first half of 2024 has been a watershed moment for the development of controller law in the Delaware courts. Among the highlights, the Delaware Supreme Court reexamined and confirmed that transactions involving a...more

6/26/2024 / Acquisitions , Board of Directors , Business Judgment Rule , Commercial Litigation , Corporate Governance , DE Supreme Court , Disclosure , Disclosure Requirements , Mergers , Securities and Exchange Commission (SEC) , Securities Litigation

Recent Updates in Delaware Disclosure Law

The Delaware Supreme Court recently issued two opinions weighing in on the scope of disclosures involving board advisors in connection with M&A transactions that warrant close attention. In both rulings — each written en banc...more

6/26/2024 / Acquisitions , Board of Directors , Buyers , Corporate Governance , DE Supreme Court , Disclosure , Financial Adviser , Mergers , Proxy Statements , Securities and Exchange Commission (SEC) , Securities Litigation , Sellers

Court of Chancery Issues First Dismissal of a SPAC Disclosure Complaint

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more

6/25/2024 / Acquisitions , Board of Directors , Commercial Litigation , Controlling Stockholders , Corporate Counsel , Corporate Governance , Disclosure Requirements , Mergers , Popular , Private Equity , Securities Litigation , Special Purpose Acquisition Companies (SPACs)

Court of Chancery Issues First Decision Dismissing MultiPlan Claims

On May 31, 2024, the Delaware Court of Chancery issued its first opinion dismissing a “MultiPlan claim” at the pleadings stage. As a reminder, a MultiPlan claim is a breach of fiduciary duty claim against directors,...more

6/10/2024 / Acquisitions , Class Action , Corporate Governance , Corporate Officers , Mergers , Private Equity , Securities and Exchange Commission (SEC) , Securities Litigation , Special Purpose Acquisition Companies (SPACs)

Delaware Court Denies Dismissal of Claims Based on Controller and Financial Advisor Conflicts

On May 31, 2024, the Delaware Court of Chancery issued an important decision addressing several key areas of Delaware law related to merger litigation. The opinion indicates that the court will continue to closely scrutinize...more

6/6/2024 / Acquisitions , Board of Directors , Corporate Governance , Delaware General Corporation Law , Disclosure , Financial Adviser , Mergers , Private Equity , Securities Litigation , Workplace Safety

Inside the Courts – An Update From Skadden Securities Litigators - May 2024

Spotlight - Macquarie Ruling Raises the Bar for Securities Fraud Claims - Key Points - - On April 12, 2024, the U.S. Supreme Court unanimously reversed and vacated the Second Circuit’s decision in Macquarie...more

5/23/2024 / Acquisitions , Commercial Litigation , Cryptocurrency , Entertainment Industry , Financial Institutions , Healthcare , Life Sciences , Macquarie Infrastructure Corp v Moab Partners LP , Media , Mergers , Publicly-Traded Companies , Real Estate Market , Retail Market , SCOTUS , Securities and Exchange Commission (SEC) , Securities Litigation , Securities Regulation

Proposed DGCL Amendments Would Expressly Authorize Stockholders’ Agreements and Align DGCL Provisions with Current M&A Practices

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more

4/8/2024 / Acquisitions , Board of Directors , Capital Markets , Corporate Governance , Delaware General Corporation Law , General Assembly , Merger Agreements , Mergers , Proposed Amendments , Shareholders , Shareholders' Agreements , State Bar Associations , State Legislatures

Insights From Delaware Litigators: What We’re Watching in 2024

In 2023, the Delaware courts continued to be called upon to elaborate important rules of corporate law. The year’s docket brought further development in a number of areas, including oversight liability, “busted deal”...more

12/21/2023 / Acquisitions , Corporate Counsel , Corporate Governance , Merger Agreements , Mergers , Publicly-Traded Companies , Revlon Standard , Special Purpose Acquisition Companies (SPACs)

Inside the Courts – An Update From Skadden Securities Litigators - December 2023

The U.S. Supreme Court will likely decide before the end of its current term whether the failure to make a disclosure pursuant to Item 303 of Regulation S-K can serve as the basis for a securities fraud claim under Section...more

Inside the Courts – An Update From Skadden Securities Litigators - September 2023

Two Sides of the Same Coin: Analyzing the Recent Ripple and Terraform Decisions - Key Points - - In July 2023, Judges Torres and Rakoff in the Southern District of New York issued rulings on whether digital asset sales...more

9/15/2023 / Acquisitions , Enforcement Actions , Entertainment Industry , Financial Institutions , Healthcare , Life Sciences , Media , Mergers , Securities and Exchange Commission (SEC) , Securities Litigation , Technology Sector

Inside the Courts – An Update From Skadden Securities Litigators - May 2023

Supreme Court Hears Argument on Traceability Requirement in Circuit-Split Slack v. Pirani - Key Points - - Before the end of June, the U.S. Supreme Court is expected to issue a decision in a high-profile securities case...more

Inside the Courts – An Update From Skadden Securities Litigators - March 2023

Circuits Split Over Whether Targeting Is Necessary for Seller Liability - Key Points - - While courts have long held that solicitations must be tailored to a particular audience to precipitate statutory seller liability,...more

Inside the Courts – An Update From Skadden Securities Litigators - May 2022

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2022. Cryptocurrency Derivative Litigation Fiduciary Duties – Bylaws Material...more

5/24/2022 / Acquisitions , Coronavirus/COVID-19 , Material Misstatements , Mergers , Pleading Standards , PSLRA , Scienter , Securities and Exchange Commission (SEC) , Securities Exchange Act , Securities Fraud , Securities Litigation

Presidio Shines Light on Key Delaware Deal Litigation Trends and Topics

In Firefighters’ Pension System of the City of Kansas City, Missouri Trust v. Presidio, Inc., Vice Chancellor Laster of the Delaware Court of Chancery dismissed claims against directors of Presidio, Inc. (Presidio) and...more

6/28/2021 / Acquisitions , Breach of Duty , Business Judgment Rule , Duty of Loyalty , Fiduciary Duty , Merger Agreements , Mergers , Standard of Review , Termination Fees

Inside the Courts – An Update From Skadden Securities Litigators - March 2021

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between November 2020 and January 2021. Derivative Litigation - Second Circuit Reverses Summary Judgment...more

3/8/2021 / Acquisitions , Board of Directors , Books & Records , Breach of Duty , Caremark claim , DE Supreme Court , Delaware General Corporation Law , Derivative Suit , Fiduciary Duty , Loss Causation , Mergers , Pleading Standards , Ponzi Scheme , Proxy Statements , PSLRA , Shareholder Litigation

Insights: The Delaware Edition - December 2020

This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and...more

12/30/2020 / Acquisitions , Breach of Duty , Business Judgment Rule , Caremark claim , DE Supreme Court , Delaware General Corporation Law , Derivative Suit , Fiduciary Duty , Independent Director , Mergers

Q&A: Directors’ Delaware Law Questions During the Pandemic

Skadden partner Edward Micheletti, who heads the litigation practice of the firm’s Wilmington office, answers common Delaware law questions facing boards of directors during the COVID-19 crisis....more

5/12/2020 / Acquisitions , Board of Directors , Business Closures , Buyers , Coronavirus/COVID-19 , Delaware General Corporation Law , Government Shutdown , Material Adverse Change Clauses (MACs) , Material Adverse Effects , Mergers , Oversight Duties , Publicly-Traded Companies , Section 220 Request , Sellers , Shareholder Litigation , Shareholders , Workplace Safety

Coronavirus/COVID-19 Update #2

The question is no longer whether the volatility created by the COVID-19 pandemic will deepen the difficulties businesses and other institutions face in the coming months, but by how much and in what ways. In the past few...more

3/21/2020 / Acquisitions , Antitrust Provisions , Audits , Board of Directors , Coronavirus/COVID-19 , Corporate Restructuring , Corporate Taxes , Court Closures , Debt-Equity , Energy Projects , Families First Coronavirus Response Act (FFCRA) , IRS , Liquidity , Mergers , Power Infrastructure , Securities Litigation , Shareholder Activism , Shareholder Meetings , Stock Repurchases

Skadden's 2020 Insights

Despite political and economic uncertainties, markets and deal activity were resilient in 2019, and strong fundamentals remain in place heading into 2020. Companies continue to face a challenging litigation and enforcement...more

1/30/2020 / Acquisitions , Administrative Procedure Act , Anti-Discrimination Policies , Anti-Harassment Policies , Anti-Kickback Statute , Antitrust Investigations , Appeals , Arbitration Awards , Attorney General , Backstop Agreements , BEPS , BitLicense , Blockchain , Board of Directors , Bonds , Capital Markets , CFIUS , CFTC , Chapter 11 , Claim Preclusion , Class Action , Commercial Bankruptcy , Common Stock , Congressional Investigations & Hearings , Congressional Subpoenas , Consumer Financial Protection Bureau (CFPB) , Cooperation Agreement , Copyright , Corporate Governance , Corporate Restructuring , Corporate Social Responsibility , Corporate Taxes , Corwin Doctrine , Covenant Lite Deals , Creditors , Cross-Border Transactions , DACA , DE Supreme Court , Debt Financing , Debtors , Department of Justice (DOJ) , Dischargeable Debts , Disgorgement , Disparate Impact , Dodd-Frank , Down Rounds , Drug Pricing , EBITDA , Employee Retirement Income Security Act (ERISA) , Employer Liability Issues , Employment Discrimination , Enforcement Actions , Enforcement of Foreign Judgments , Enterprise Act 2002 , Environmental Social & Governance (ESG) , EU , Fair Housing Act (FHA) , Federal Trade Commission (FTC) , FinTech , FIRRMA , Foreign Acquisitions , Foreign Investment , Foreign Issuers , FRCP 23 , General Data Protection Regulation (GDPR) , General Elections , GILTI tax , High-Yield Markets , Hong Kong , Hong Kong Stock Exchange , Individual Accountability , Initial Public Offering (IPO) , Intellectual Property Litigation , Intercreditor Agreements , International Arbitration , International Litigation , IRS , Issue Preclusion , Japan , Joint Venture , Legislative Agendas , Life Sciences , Listing Rules , Litigation Strategies , Make-Whole Premium , Mergers , MFW , Multinationals , National Security , PCAOB , Pharmaceutical Industry , Political Parties , Preferred Shares , Private Offerings , Privately Held Corporations , Proxy Advisory Firms , Publicly-Traded Companies , Refinancing , Regulatory Agenda , Reporting Requirements , SCOTUS , Securities and Exchange Commission (SEC) , Securities Litigation , Separation of Powers , Shareholder Activism , Shareholder Proposals , Shareholders , Split of Authority , State Labor Laws , Stock Drop Litigation , Tax Cuts and Jobs Act , Tax Litigation , Technology Sector , Third-Party Release Agrements , Transparency , UK , UK Brexit , Valuation , White Collar Crimes

6/12/2019 / Acquisitions , Appraisal Rights , Breach of Duty , Fiduciary Duty , Investment Advisers Act of 1940 , Material Misrepresentation , Materiality , Mergers , Omissions , Omnicare , Pleading Standards , Popular , Sarbanes-Oxley , Scienter , Securities , Securities Exchange Act , Securities Litigation , Suspicious Activity Reports (SARs)

Edward Micheletti

Skadden, Arps, Slate, Meagher & Flom LLP

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