In Crispo v. Musk, the Delaware Court of Chancery considered the enforceability of a so-called “Con Ed” provision contained in a merger agreement governing the well-publicized and troubled acquisition of Twitter, Inc....more
Based on a recent Delaware Chancery Court decision, parties outside of a transaction—not just the buyer or seller—may be able to enforce continuing employment provisions in a purchase agreement. This decision shows that a...more
In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and...more
A common provision in merger agreements is denial of the right of non-parties to the agreement to assert third-party beneficiary claims. The use of this provision left open the question whether stockholders of a disappearing...more