Proposed amendments to DGCL Section 251 increasing attractiveness of tender offer structure *

USA - April 7 2013
The Delaware State bar recently proposed an amendment to Section 251 of the Delaware General Corporation Law (DGCL) to add new subparagraph (h) that…

Co-authors: Andrew Fabens, James Moloney, Brian J. Lane , Ari Lanin.

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Pre-signing public M&A checklist for in-house counsel *

USA - February 19 2013
When a public M&A deal commences, in-house counsel often face the daunting task of coordinating various work streams involving both outside counsel…

Co-authors: Steven A. Schaefer.

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No-shops & fiduciary outs: a survey of 2012 public merger agreements *

USA - February 19 2013
One of the fundamental tenets of corporate law is that boards of directors owe fiduciary duties to the corporation and its stockholders. In the…

Co-authors: Rachel F. Harrison, Travis S. Souza.

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Delaware Court of Chancery rules "Don't Ask, Don't Waive" standstill provision unenforceable *

USA - December 3 2012
On November 27, 2012, Vice Chancellor Travis Laster of the Court of Chancery of the State of Delaware issued a bench ruling enjoining the enforcement of a "Don't Ask, Don't Waive" provision in a standstill agreement.

Co-authors: Eduardo Gallardo, Travis P. Davis.

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Avoiding unintended consequences of damage waiver provisions in M&A agreements *

USA - July 10 2012
Acquisition agreements often contain provisions that restrict or prohibit the payment of "consequential," "special," or "incidental" damages for breach.

Co-authors: Chris Babcock.

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