Cadwalader Attorneys reviewed recent judicial and regulatory developments on mergers and acquisitions, intra-corporate disputes and governance regulation.
In a memorandum, Cadwalader attorneys considered several important judicial determinations including a Delaware Court of Chancery decision to uphold the termination of a merger agreement based on a "material adverse effect" and a Delaware Supreme Court decision on best evidence of fair value in appraisal litigation. Further, the attorneys reviewed important decisions on the appropriateness of disclosure-only, non-monetary class action settlements and on other central corporate governance principles.
The attorneys also considered recent regulatory and legislative developments, including the Delaware General Assembly's revisions to provisions of the Delaware General Corporation Law. These provisions impact, among other things, appraisal rights and disclosure requirements for shareholders that dissent from a proposed transaction.