News & Analysis as of

Contract Terms Fiduciary Duty Merger Agreements

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

Hogan Lovells

Flannery v. Genomic Health: Mixed consideration deal with 58% stock evades Revlon enhanced scrutiny - Quarterly Corporate / M&A...

Hogan Lovells on

In Flannery v. Genomic Health, Inc., et al. (C.A. No. 2020-0492-JRS (Del. Ch. Aug. 16, 2021)), the Delaware Chancery Court made three key holdings regarding a merger involving mixed consideration of 58 percent stock and 42...more

Stinson - Corporate & Securities Law Blog

Court Finds Indemnification Provisions in Merger Agreement Binding on Non-Signatories

In Houseman et al v. Sagerman et al the Plaintiffs challenged the enforceability of the indemnification provisions in a merger agreement amongst other things.  The Merger Agreement provided for an indemnification escrow....more

Hogan Lovells

Quarterly Corporate / M&A Decisions Update: Q4 2020

Hogan Lovells on

Below is our Quarterly Corporate / M&A Decisions Update for decisions in Q4 2020. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. Brief summaries of...more

Stinson - Corporate & Securities Law Blog

Delaware Supreme Court Examines Director Liability for Acquisitions

In McElrath v. Kalanick et al, the Delaware Supreme Court examined the liability of directors of Uber for an acquisition.  The case arose out of Uber’s acquisition of Ottomotto LLC.  Otto was founded by Anthony Levandowski, a...more

Farrell Fritz, P.C.

Advance! Amend! Retreat!

Farrell Fritz, P.C. on

The title of this post describes not an army maneuver, but the outcome of a recent lawsuit in Delaware Chancery Court for advancement of litigation expenses in which...more

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