Cadwalader attorneys analyzed recent guidance by the Delaware Court of Chancery on the interplay between "boilerplate" merger agreement provisions and "bespoke" provisions that are drafted for a specific transaction.
Cadwalader attorneys describe key takeaways from a recent Delaware Supreme Court decision reversing a Court of Chancery determination on the calculation of fair value in a statutory appraisal proceeding.
In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., the Delaware Court of Chancery determined that Rent-A-Center, Inc. properly ended its merger agreement with Vintage Capital Management LLC after Vintage neglected to submit a notice to extend the drop-dead date for its pending $1.37 billion buyout of Rent-A-Center.
The Delaware Court of Chancery determined that a conflict of interest attendant to a breach of fiduciary duty could be present based solely on the Court’s perception that a shareholder director had a short-term investment outlook.
The Delaware Court of Chancery determined for the first time that a seller had suffered a "Material Adverse Effect" following the execution of a merger agreement. The determination entitled the buyer to terminate an acquisition transaction.
In a Mergers and Acquisitions Update, Cadwalader attorneys reviewed two recent decisions by the Delaware Court of Chancery that highlight the importance of a company's sales process in shaping the outcome of an appraisal proceeding.
The Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by a stockholder who challenged a voting proxy agreement and two stock issuances concerning a corporate merger and an acquisition.
In a decision that has implications for determining what constitutes a controlling Board interest, the Delaware Court of Chancery denied a motion to dismiss a suit alleging that Tesla's Board of Directors and its Chairman and CEO Elon Musk breached their fiduciary duties by approving the acquisition of SolarCity.
In three recent appraisal decisions, Delaware Courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses and the unaffected market price to make that determination.
The Delaware Chancery Court decision serves as a powerful reminder of the broad freedom of contract that Delaware law accords entities such as LLCs. The decision offers the promise of great latitude to contracting parties and the threat of serious pitfalls for parties that fail to carefully protect their interests in the agreement.
Cadwalader attorneys reviewed a recent decision by the Delaware Court of Chancery that offers insight into the factors a court will consider persuasive in determining whether an enforceable oral contract has been formed between parties.
Two recent decisions from the Delaware Court of Chancery reached opposite results in the application of the business judgment rule under the Delaware Supreme Court's holding in Corwin v. KKR Financial Holdings LLC.
Cadwalader attorneys discuss the advantages, disadvantages and legal considerations of a shift by private equity funds toward the use of "toehold accumulation" tactics as part of value maximization strategies.
In a memorandum titled: "2016 Year in Review: Corporate Governance Litigation and Regulation," Cadwalader attorneys discuss significant judicial and regulatory developments in mergers and acquisitions, controlling shareholders, indemnifications and jurisdictions, and shareholder and proxy access.
Linked below is a Cadwalader M&A Update titled "Delaware Court's Orchard Enterprises Decision Provides Key Insights For Special Committees In Controlling Stockholder Transactions." The Update discusses the Orchard Enterprises decision, where the Delaware Chancery Court criticized the sales...
Linked below is a Cadwalader M&A Update titled "Delaware Supreme Court Upholds Business Judgment Rule Review for Certain Controlling Stockholder Transactions with Dual Minority Protections," which discusses the Delaware Supreme Court's March 14, 2014 decision to uphold the Court of Chancery's...
Linked below is a Cadwalader M&A Update titled "The 'Gatekeepers': Delaware Chancery Court Holds Conflicted Financial Advisor Liable for Aiding and Abetting Breach of Fiduciary Duty" which discusses the Delaware Chancery Court's recent decision in In re: Rural Metro Corp. S'Holders Litig . and...
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