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Chancery Court Rules Former Stockholder Lacks Standing In Books And Records Suit.
  • Jenner & Block LLP
  • USA
  • May 23 2017

In a case of first impression in Delaware, the Chancery Court dismissed a former shareholder's books and records complaint for lack of standing

A New Reason for Private Equity Sellers to Hate Undefined “Fraud Carve-outs”
  • Weil Gotshal & Manges LLP
  • USA
  • May 16 2017

Undefined fraud carve-outs are ubiquitous in M&A agreements; and the problems they pose for private equity sellers are legion. Many of these problems

M&A Hot Topics - Quarterly Update (May 15, 2017)
  • Sullivan & Cromwell LLP
  • USA
  • May 15 2017

SEC Announces Enforcement Actions for Inadequate Disclosures: On February 14, 2017, CVR consented to the entry of a Cease-and-Desist Order, which

"The Continuing Evolution of Corwin in Delaware Courts"
  • Skadden Arps Slate Meagher & Flom LLP
  • USA
  • May 5 2017

Recent Delaware Supreme Court and Court of Chancery cases have continued to refine the impact and requirements of Corwin v. KKR Financial Holdings LLC

"Delaware Supreme Court Examines Director Disinterestedness, Independence"
  • Skadden Arps Slate Meagher & Flom LLP
  • USA
  • May 5 2017

Delaware law provides important tools for directors to maintain control of derivative lawsuits. One such tool is the “demand requirement” embodied in

Court Finds Fraud Carve Out Ambiguous in Stock Purchase Agreement
  • Stinson Leonard Street LLP
  • USA
  • May 4 2017

In EMSI Acquisition, Inc., v. Contrarian Funds, LLC et al, the Delaware Court of Chancery examined a fraud carve out from an indemnification cap and

Notable Delaware Decisions: First Quarter 2017
  • Baker & Hostetler LLP
  • USA
  • May 2 2017

The Delaware Chancery Court and Delaware Supreme Court were busy during the first quarter of 2017, handing down decisions touching on: Required

Delaware Supreme Court Redefines Contractual Good-Faith Standard and Cautions Limited Partners That Their Obligations Under the LPA Can Be Enlarged without Their Consent
  • McCarter & English LLP
  • USA
  • April 27 2017

Brinckerhoff v. Enbridge Energy Company Inc., Del. Supr., No. 273, 2016 (Mar. 20, 2017; revised Mar. 28, 2017) is the fifth opinion issued by the

It’s baaaack the Financial CHOICE Act of 2017
  • Cooley LLP
  • USA
  • April 25 2017

A draft of the Financial CHOICE Act of 2017 (fka version 2.0), a bill to create hope and opportunity for investors, consumers, and entrepreneurs a

The Ropes Recap: Mergers & Acquisitions Law News - Second Half 2016
  • Ropes & Gray LLP
  • China, United Kingdom, USA
  • April 21 2017

On July 8, 2016, the Delaware Court of Chancery released its post-trial opinion in an appraisal action that arose from the sale of DFC Global