The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes. ...more
Texas’ new business court, which the state hopes will make complex litigation more efficient, opens in less than four months. And while there’s still uncertainty about how the court will operate, its structure and the Texas...more
7/24/2024
/ Breach of Contract ,
Breach of Duty ,
Business Court ,
Business Disputes ,
Business Entities ,
Business Litigation ,
Commercial Court ,
Commercial Litigation ,
Corporate Governance ,
Jurisdiction ,
State Legislatures ,
Texas
Since the Delaware Court of Chancery’s January 2022 decision in In re MultiPlan Corp. Stockholders Litigation,1 plaintiffs in Delaware had enjoyed a long and unbroken string of motion to dismiss victories in suits alleging...more
6/13/2024
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
Business Model ,
Delaware ,
Failure To Disclose ,
Fiduciary Duty ,
Material Misstatements ,
Pre-Closing Issues ,
Special Purpose Acquisition Companies (SPACs) ,
Stock Redemption ,
Stocks
Thursday, in a much anticipated decision, the Delaware Supreme Court held in In re Match Group, Inc. Derivative Litigation1 that every member of a special committee must be independent in order to satisfy the MFW2 framework...more
A Delaware Court of Chancery opinion issued last week calls into question the common practice of corporate boards approving draft merger agreements. In AP-Fonden v. Activision Blizzard, Inc.,1 Chancellor McCormick declined to...more
A recent opinion from the Delaware Supreme Court could be viewed by some as expanding plaintiffs’ ability to viably plead a duty of oversight (or “Caremark”) claim against directors. In Lebanon County Employees’ Retirement...more
Executive Summary-
A recent Delaware Court of Chancery post-trial decision, In re Straight Path Communications, is another example of:
• “fair price” immunizing “unfair process” in the “entire fairness” analysis, and...more
10/10/2023
/ Arms Length Transactions ,
Breach of Duty ,
Bribery ,
Broadband ,
Broadcasting ,
Bullying ,
Business Litigation ,
Delaware ,
Fair Price ,
FCC ,
Fraud ,
General-Business ,
Indemnification ,
Licenses ,
Minority Shareholders ,
Shareholders ,
Telecommunications
In the wake of the wave of special purpose acquisition company (SPAC) deal activity in recent years, SPAC-related litigation is on the rise, particularly in Delaware. ...more
A year ago, as the SPAC wave continued to build, we wrote that lawsuits challenging de-SPAC transactions would likely pose a question that had thus far received little attention from courts or commentators: is a de-SPAC...more
Last week, a stockholder in three special purpose acquisition companies (“SPACs” – Pershing Square Tontine Holdings, Ltd. (“PSTH”), GO Acquisition Corp. and E.Merge Technology Acquisition Corp) brought novel claims against...more
As the wave of SPAC IPOs and de-SPAC transactions continues to build, so too has the scrutiny of these transactions from the SEC and the shareholder plaintiff’s bar. On April 8, 2021, the SEC gave its clearest warning yet...more
While litigation against special purpose acquisition companies (“SPACs”) has been historically rare, the increase in SPAC offerings and transactions portends increased litigation, particularly with respect to a SPAC’s...more
In the energy space, smaller companies are finding it harder to compete on their own and larger companies need more scale to improve operational efficiencies and boost shareholder value leading to many business...more
8/28/2020
/ Acquisitions ,
Continuing Legal Education ,
Corporate Governance ,
Energy Sector ,
Executive Compensation ,
Industry Consolidation ,
Judicial Authority ,
Regulatory Authority ,
Risk Mitigation ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Webinars
Key Takeaways-
•Stock price plunges caused by COVID and current market conditions create fertile ground for stockholder litigation, including claims by participants in retirement plans funded with employer securities that...more
Recently Victoria’s Secret captured headlines that had nothing to do with the retailer’s famous fashion show.
Victoria Secret’s parent company, L Brands, and private equity firm Sycamore Partners (“Sycamore”) exchanged...more
A board of directors’ vision and leadership becomes particularly vital during times of distress. While day-to-day operations rest with management, both fiduciary duty law and sound corporate governance practices call for the...more
We’re excited to introduce Navigating, a new webcast series created to assist clients and friends of the firm in navigating the new normal – whether that be navigating through pandemic-related issues, new industry dynamics,...more
5/20/2020
/ Acquisitions ,
Breach of Contract ,
Continuing Legal Education ,
Contract Disputes ,
Contract Negotiations ,
Contract Termination ,
Contract Terms ,
Coronavirus/COVID-19 ,
E&P Companies ,
Economic Downturn ,
Energy Contracts ,
Energy Sector ,
Force Majeure Clause ,
Material Adverse Change Clauses (MACs) ,
Mergers ,
Risk Assessment ,
Webinars
In this period of significant market volatility and economic headwinds, risk allocation provisions in M&A agreements are likely to be the subject of heightened focus by parties to deals and, potentially, the courts. One such...more
In this period of significant market volatility and economic headwinds, risk allocation provisions in M&A agreements are likely to be the subject of heightened focus by parties to deals and, potentially, the courts. One such...more
In Sciabacucchi v. Salzberg, No. 346, 2019 (March 18, 2020 Del. Sup. Ct), the Delaware Supreme Court has strengthened the use of forum selection clauses in bylaws and other governance documents by holding that corporations...more