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Delaware Chancery Court Finds No Fiduciary Duty Breach, Notwithstanding Entire Fairness Review, And Determines Appraisal Value To Be Well Below Deal Price
  • Shearman & Sterling LLP
  • USA
  • July 25 2017

On July 21, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery (i) entered judgment in favor of defendants Sprint Nextel


Chancery Court vacates order of default judgment due to lack of subject matter jurisdiction
  • K&L Gates
  • USA
  • July 24 2017

In Organovo Holdings, Inc., v. Georgi Dimitrov, C.A. No. 10536-VCL (Del. Ch. June 5, 2017), the Delaware Court of Chancery granted the defendant’s


Delaware Law Updates - Delaware Supreme Court Rejects Over Expansive Application Of True-Up Provision In Purchase Agreement
  • McCarter & English LLP
  • USA
  • July 21 2017

The Delaware Supreme Court reversed the Court of Chancery’s entry of judgment on the pleadings based on a flawed interpretation of the purchase


“No Shop” Clause Radioactive for Merger’s “Failing Firm” Defense
  • Mintz Levin Cohn Ferris Glovsky and Popeo PC
  • USA
  • July 21 2017

Last week a Delaware federal district court unsealed its earlier opinion blocking the merger of two radioactive waste disposal companies. The court


New Delaware Chapter 11 Filing - Prospector Offshore Drilling S.à r.l. (17-11572 - CSS)
  • Cole Schotz PC
  • USA
  • July 21 2017

Prospector Offshore Drilling S.à r.l., and 3 of its affiliates, has filed for chapter 11 bankruptcy protection in the United States Bankruptcy Court


Tax Court Declines to Follow IRS Ruling on Foreign Partner's Redemption Gain
  • Day Pitney LLP
  • USA
  • July 21 2017

In a significant setback for the IRS, the U.S. Tax Court held in a July 13 opinion that a foreign corporation did not have to pay U.S. tax on gain



Sometimes When You Gamble, You Lose: Risks of Ignoring Forum Selection Clauses
  • Barnes & Thornburg LLP
  • USA
  • July 20 2017

Exclusive forum selection clauses are a staple of commercial contracts and come with many benefits. Among them are avoiding races to the courthouse


That’s the Way the Cookie Crumbles: Delaware Court Rejects MAE Claim in Commercial Contract Litigation
  • Shearman & Sterling LLP
  • USA
  • July 19 2017

The Delaware Court of Chancery recently reaffirmed its approach to Material Adverse Effect jurisprudence in the context of a commercial arrangement


Delaware Chancery Court Dismisses Post-Closing Challenge To Two-Step Merger Under Corwin Finding Tendering Stockholders Were Fully Informed
  • Shearman & Sterling LLP
  • USA
  • July 18 2017

On July 13, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery dismissed a former stockholder's breach of fiduciary duty