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Mergers and acquisitions alert: Lazard v Qinetiq: important lessons for structuring earn-outs

USA - May 5 2015 A recent Delaware Supreme Court case authored by Chief Justice Strine upholds the literal meaning of an earn-out provision that limited the buyer from...

David W. Healy.


Controlling stockholder squeeze-outs may be structured to achieve deferential business judgment rule under Delaware law

USA - April 14 2014 In Kahn v. M&F Worldwide Corp. (Del. Mar. 14, 2014), the Delaware Supreme Court recently decided that a going private transaction sponsored by the...

Scott B. Joachim.


In re Trados - important lessons for directors on fiduciary duties to common stockholders

USA - September 16 2013 In a ruling issued August 16, 2013, the Delaware Court of Chancery applied the entire fairness testthe court’s most stringent standard of review for...

Kee Bong Kim, Thomas Kang, David W. Healy.


Delaware Chancery Court enforces confidentiality agreement by enjoining hostile bid

USA - May 15 2012 The Delaware Chancery Court recently issued an opinion finding that Martin Marietta violated two confidentiality agreements when it launched a hostile take-over bid for Vulcan Materials....

Gregory Roussel.


Delaware Supreme Court confirms officers' fiduciary duties and refines the application of the common law doctrine of shareholder ratification

USA - February 18 2009 The Delaware Supreme Court's recent decision in Gantler vs. Stephens (Del. January 27, 2009) where the Court issued a rare reversal of a Court of Chancery decision contains several noteworthy holdings on core corporate governance principles, including "entire fairness" review of a breach of fiduciary duty claim, the fiduciary duties of corporate officers, and the applicability of the common law doctrine of shareholder ratification to corporate transactions....

Felix S. Lee, Lynda M. Twomey, Kevin P. Muck.