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Breach of Contract › Mergers › Shareholders

Goodwin

Life Sciences Licensing and M&A Update: Catching Up on Recent Decisions Affecting Commercially Reasonable Efforts Definitions and...

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Recently, the Delaware Chancery Court and the Third Circuit issued three significant decisions on key issues affecting licensing and M&A transactions in the life sciences industry....more

Morris James LLP

Chancery Determines Pharmaceutical Company Complied with Merger Agreement’s Requirement To Use Commercially Reasonable Efforts

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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

Morris James LLP

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation...

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Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024) - It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of...more

White & Case LLP

The Delaware General Assembly to the Rescue: Proposed Legislative Fixes to Uncertainty Created by Three Significant Delaware...

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Summary - On March 28, 2024 the Council of the Corporation Law Section of the Delaware State Bar Association released a set of proposed amendments to the Delaware General Corporation Law (the "DGCL"). The proposed...more

Morris James LLP

Chancery Denies Specific Performance in De-SPAC Transaction Based on Difficulty of Enforcement and Plaintiff’s Inequitable Conduct

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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

Pillsbury Winthrop Shaw Pittman LLP

Investment Opportunities Abound in Japan’s M&A Market

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The outlook for inbound mergers and acquisitions opportunities in Japan is bright with the yen at a 20-year low. The yen’s recent plunge to around 135 to the U.S. dollar has made Japanese assets approximately 20% cheaper...more

Goodwin

Delaware Chancery Court Clears Musk of Breach of Fiduciary Duty Claim

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On April 27, 2022, the Delaware Court of Chancery in In re Tesla Motors Stockholder Litigation rendered a post-trial verdict finding for Elon Musk, co-founder and CEO of Tesla Motors, Inc., on claims that Musk breached his...more

Goodwin

Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger

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Delaware Chancery Court Dismisses Cigna Derivative Suit Over Failed Anthem Merger; The PCAOB Sanctions Former KPMG Vice Chair Of Audit For Failure To Supervise Senior Members Of KPMG's Audit Practice; Ninth Circuit Affirms...more

Morris James LLP

Chancery Dismisses Implied Covenant Claim For Former Stockholders’ Alleged Improper Demands That Company Take Actions To Achieve...

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Pacira Biosciences, Inc. v. Fortis Advisors LLC, C.A. No. 2020-0694-PAF (Del. Ch. Oct. 25, 2021) - There generally cannot be a claim under the implied covenant of good faith and fair dealing for conduct that is addressed...more

Morris James LLP

CCLD Rejects Several Defenses to Insurance Coverage of a Settlement Paid By Investment Fund

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Sycamore Partners Management, L.P. v. Endurance American Insurance Co., C.A. No. N18C-09-211 AML CCLD (Del. Super. Sept. 10, 2021) - Prior to the closing of a leveraged buyout of a company (the “Merger”) whereby the...more

White & Case LLP

Notable decisions from Delaware courts

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Williams: Court of Chancery Finds Poison Pill Unenforceable - In February, the Delaware Court of Chancery held that a shareholder rights plan (a "poison pill") adopted by The Williams Companies, Inc. at the onset of the...more

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Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

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Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more

Morris James LLP

Chancery Declines to Order Specific Performance of $5.8 Billion Luxury Hotel Deal Scuttled by COVID-19 Changes to Hotel Business...

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AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, C.A. No. 2020-0310-JTL (Del. Ch. Nov. 30, 2020) - Parties to a sale and purchase agreement (“SPA”) had planned to close a deal to sell fifteen luxury hotels for $5.8...more

Morris James LLP

Court Of Chancery Interprets Contract Rights Under Commercially Rational Test

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QC Holdings Inc. v. Allconnect Inc., C.A. 2017-0715-JTL (August 27, 2018) - This decision on a undisputed factual record interpreted a contractual right to put stock by rejecting one side’s argument as “commercially...more

Sheppard Mullin Richter & Hampton LLP

Delaware Supreme Court Confirms that Dilution Claims Typically Are Derivative and Are Extinguished After a Merger

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Stockholder claims alleging wrongful dilution are typically considered to be derivative in nature. Several decisions out of Delaware, however, have created exceptions to this general rule allowing stockholders to sue...more

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