News & Analysis as of

Business Judgment Rule Revlon Standard

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

Locke Lord LLP

Delaware Court of Chancery Applies Revlon, Not Business Judgment Rule, Despite Stockholder Approval in In re Mindbody, Inc.

Locke Lord LLP on

Despite having stockholder approval of the $1.9 billion take-private sale of the wellness technology company Mindbody, Inc. to Vista Equity Partners Management LLC, the Delaware Court of Chancery at the motion to dismiss...more

Foley & Lardner LLP

Directors See More Deference In Wis. Courts Than In Del.

Foley & Lardner LLP on

Wisconsin courts continue to distinguish Wisconsin law from that of other jurisdictions, most notably Delaware. In late 2018, the dismissal of shareholder lawsuits against National Research Corp., or NRC, and its directors in...more

Dorsey & Whitney LLP

Delaware Courts Expand Corwin Line of Cases

Dorsey & Whitney LLP on

On March 7, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed the action In re Columbia Pipeline Group, Inc., C.A. No.12152-VCL. Stockholders of Columbia Pipeline Group, Inc. (“CPG”) claimed that CPG’s...more

Morris James LLP

Court of Chancery Applies Business Judgment Standard Under New Supreme Court Precedent

Morris James LLP on

This is an important decision that reverses a prior opinion in the same case. The Court did so because after it issued its prior opinion, the Delaware Supreme Court issued its Corwin decision holding that when a merger is...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

Latham & Watkins LLP

Business Judgment Rule Applies to Merger Approved by Informed, Disinterested Stockholders

Latham & Watkins LLP on

Delaware Supreme Court’s ruling provides additional grounds for dismissal in post-closing stockholder litigation regarding mergers that are not subject to entire fairness review. Introduction - Clarifying a...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

Holland & Knight LLP

Delaware Chancery Court Dismisses Merger Litigation Suit

Holland & Knight LLP on

The Delaware Court of Chancery recently ruled that a company's board of directors is vested with discretion to choose between competing buyout offers — even if the ultimate choice is favorable to the personal interests of the...more

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