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Business Judgment Rule Corporate Counsel Mergers

McGuireWoods LLP

Delaware Supreme Court Clarifies Application of Entire Fairness Review

McGuireWoods LLP on

On April 4, 2024, the Delaware Supreme Court issued its decision in In re Match Group, Inc. Derivative Litigation, holding that the MFW framework established in Kahn v. M&F Worldwide Corp. (MFW) applies to all controlling...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Developments in Delaware Corporation Law

Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more

White & Case LLP

Defying gravity: US M&A H1 2019: Three key M&A decisions from Delaware courts

White & Case LLP on

The first half of 2019 saw several decisions from the Delaware courts that will affect M&A dealmaking - Aruba: Supreme Court awards "deal price less synergies" in closely watched appraisal case - Rejecting the Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Corporation Law: Trends Impacting M&A and Corporate Litigation in 2019

On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more

Skadden, Arps, Slate, Meagher & Flom LLP

Skadden's 2019 Insights: Key Delaware Corporation Law Developments

The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more

A&O Shearman

M&A Watch: Delaware Resolves Ambiguity Involving Take-Private Transactions

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In its recent decision in Arthur Flood v. Synutra International, Inc., et al., No. 101, 2018 opinion (Del. Oct. 9, 2018), the Delaware Supreme Court clarified when an acquisition of a company by a controlling stockholder will...more

McCarter & English, LLP

Delaware Law Updates – Delaware Court Of Chancery Provides Clarity On The “Quasi-Appraisal” Remedy And Post-Closing Claims

On May 11, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery dismissed with prejudice a putative class action brought by stockholders of networking solutions in In re Cyan, Inc. Stockholders Litigation.[1]...more

Baker Donelson

Roadmap for Merger Decision-Making Process in Delaware

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In a string of recent cases, the Delaware courts have given public companies a roadmap for structuring the decision-making process in merger transactions. Before delving into the recent decisions, it may help to understand...more

King & Spalding

Delaware Court of Chancery Dismisses Litigation Arising from Controller Buyout of Books-A-Million Under "MFW" Framework

King & Spalding on

On October 10, 2016, the Delaware Court of Chancery issued its decision in In re Books-A-Million, Inc. Stockholders Litigation. The decision, authored by Vice Chancellor J. Travis Laster, is important because it applies the...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Addresses the “Cleansing Effect” of Stockholder Approval In Post-Closing M&A Damages Actions

In two recent decisions, City of Miami General Employees’ & Sanitation Employees’ Retirement Trust v. Comstock, C.A. No. 9980-CB, 2016 Del. Ch. LEXIS 133 (Del. Ch. Aug. 24, 2016) (Bouchard, C.) (“Comstock”), and Larkin v....more

Perkins Coie

What’s Happening in Delaware M&A – Summer 2016

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This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Dole Ruling Serves as Cautionary Tale for Take-Private Deals"

Earlier this year, in a consolidated breach of fiduciary duty and appraisal action, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion that includes many important takeaways for...more

Dorsey & Whitney LLP

Informed Approval of M&A Transactions by Disinterested Stockholders Invokes the Business Judgment Rule

Dorsey & Whitney LLP on

In Corwin v. KKR Financial Holdings LLC, No. 629, 2014 (Del. Oct. 2, 2015), the Delaware Supreme Court sitting en banc unanimously affirmed the Delaware Court of Chancery decision that the voluntary judgment of the fully...more

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