News & Analysis as of September 18, 2024

Merger Agreements

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A repository for the most well-read content on JD Supra at any given time, along with occasional roundups of popular content by specific topic. Also stop by for monthly recaps of hot articles for the previous... more +

Lost-Premium Damages under Merger Agreement – Proposed Amendment to the DGCL in Light of Crispo vs. Musk

Sheppard Mullin Richter & Hampton LLP on 5/24/2024

On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (“DSBA”) issued proposed amendments to the Delaware General Corporation Law (“DGCL”), which, if signed into law, would become...more

Q1 2022 Quarterly Corporate / M&A decisions updates

Hogan Lovells on 5/3/2022

Below is our Corporate / M&A decisions update covering decisions in the first quarter of 2022. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis....more

Recent M&A Developments: What Can Boards of Directors Expect in 2022?

Akin Gump Strauss Hauer & Feld LLP on 2/28/2022

Editor’s Note: Akin Gump is pleased to publish the first in a series of blog posts covering significant issues U.S. boards of directors may expect to face in 2022. In addition to ongoing pressures on the part of boards of...more

Anthem/Cigna Litigation Underscores Importance of Antitrust Planning in Transactions

Skadden, Arps, Slate, Meagher & Flom LLP on 9/19/2020

On August 31, 2020, the Delaware Chancery Court issued an opinion in litigation between Anthem and Cigna related to the contract in their terminated merger. In its sprawling 306-page opinion, the court detailed a “corporate...more

Delaware Court of Chancery Declines to Find a Material Adverse Effect and Orders Specific Performance of a Merger

Wilson Sonsini Goodrich & Rosati on 1/7/2020

On December 18, 2019, the Delaware Court of Chancery issued a 119-page post-trial memorandum opinion 1) rejecting a buyer's argument that the target company had breached representations and warranties in the parties' merger...more

Delaware Reaffirms High Bar for Establishing a Material Adverse Effect

Fenwick & West LLP on 12/24/2019

In the first case following Akorn v. Fresenius to rule on a party’s entitlement to terminate a merger agreement on the basis of a material adverse effect (MAE), the Delaware Court of Chancery ordered Boston Scientific...more

Cybersecurity Considerations in Oil and Gas Transactions

Skadden, Arps, Slate, Meagher & Flom LLP on 9/27/2019

One of the foremost threats companies face today is that posed by cybercriminals, and the unique vulnerabilities of companies in the oil and gas sector create heightened cybersecurity risks for those pursing transactions in...more

2018 Delaware Corporate Law and Litigation Year In Review

Wilson Sonsini Goodrich & Rosati on 1/18/2019

In 2018, the Delaware courts issued a broad range of important decisions addressing various corporate law and governance issues. Those decisions are relevant for public and private companies and will help shape...more

Inside the Courts – An Update From Skadden Securities Litigators - December 2018

Skadden, Arps, Slate, Meagher & Flom LLP on 12/7/2018

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between September 2018 and October 2018. ...more

CFIUS's Failure to Approve Chinese Investment in Money Transfer Services Company Indicates Higher Hurdles for Chinese Investment...

BCLP on 1/8/2018

On January 2, 2018, MoneyGram International Inc. and Ant Financial Services Group announced that they had terminated their Amended Merger Agreement after they were unable to obtain approval of the transaction from the...more

Reps & Warranties Insurance In M&A Deals – Getting the Deal Done

McGuireWoods LLP on 3/6/2017

Note: This is the first in a series of posts that will discuss the use of RWI in Mergers & Acquisitions. Essential to a buyer’s and seller’s evaluation of the purchase and sale of a company is the allocation of...more

Delaware Law Updates—The Court of Chancery Deviates from Some Recent Appraisal Decisions and Gives “100 Percent Weight” to the...

McCarter & English, LLP on 1/19/2017

In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more

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