Todd Cleary

Wilson Sonsini Goodrich & Rosati

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Delaware Court of Chancery Addresses Benefit-of-the-Bargain Damages in Busted Deals and Who Can Seek Them

On October 31, 2023, in Crispo v. Musk, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery issued a decision addressing an important question that arises in mergers and acquisitions: if one of the parties...more

11/13/2023 / Acquisitions , Board of Directors , Corporate Governance , Delaware , Delaware General Corporation Law , Elon Musk , Mergers , Shareholders , Third-Party Beneficiaries , Twitter

Delaware Court of Chancery Issues Additional Guidance on Busted Deals

On April 30, 2021, then-Vice Chancellor (now Chancellor) Kathaleen S. McCormick of the Delaware Court of Chancery issued a post-trial decision addressing an array of important topics in the "busted deal" context following a...more

5/7/2021 / Acquisitions , Business Court , Business Litigation , Business Valuations , Coronavirus/COVID-19 , Corporate Counsel , Delaware , Private Equity , Private Equity Firms , Selling a Business

Delaware Court of Chancery Finds a Material Adverse Effect and Permits Termination of Merger Agreement

In a 246-page post-trial decision issued this week, the Delaware Court of Chancery ruled that a buyer could terminate a $4.75 billion public company acquisition because of material adverse effects that had occurred at the...more

10/5/2018 / Acquisitions , Contract Termination , Contract Terms , Food and Drug Administration (FDA) , Material Adverse Effects , Merger Agreements , Mergers , Pharmaceutical Industry , Whistleblowers

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