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Results: 1-10 of 3,213

Chancery Court Finds Unqualified Inspection Right in Statutory Trust Agreement Renders Default Preconditions and Defenses Inapplicable
  • K&L Gates
  • USA
  • September 16 2016

In Grand Acquisition LLC v. Passco Indian Springs DST, C.A. No. 12003-VCMR (Del. Ch. Aug. 26, 2016) the Delaware Court of Chancery found that under


Chancery Court Determines the Appropriate Valuation Method for Use in Connection with an Appraisal Action Involving the Greatest Divergence among Valuations the Court Has Seen to Date
  • K&L Gates
  • USA
  • September 15 2016

In determining the fair value of stock of a privately held corporation at the time of a cash-out merger in connection with an appraisal action by


Freedom of Contract?An Agreed Damages Clause May Not Actually Be Agreed
  • Weil Gotshal & Manges LLP
  • United Kingdom, USA
  • September 6 2016

The celebrated “freedom of contract” is not absolute. The right of contracting parties to obligate themselves to one another has always been subject


Delaware Court of Chancery Addresses the “Cleansing Effect” of Stockholder Approval In Post-Closing M&A Damages Actions
  • Sheppard Mullin Richter & Hampton LLP
  • USA
  • September 2 2016

In two recent decisions, City of Miami General Employees’ & Sanitation Employees’ Retirement Trust v. Comstock, C.A. No. 9980-CB, 2016 Del. Ch. LEXIS


Delaware Court of Chancery Dismisses Post-Closing Merger Challenge Due to Fully Informed Stockholder Approval
  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • USA
  • September 1 2016

In Larkin v. Shah issued last week, the Delaware Court of Chancery dismissed a stockholder challenge to a merger due to the cleansing effect of fully


Five Recent Developments In Small Business Contracting Small and Large Government Contractors Should Know
  • Kelley Drye & Warren LLP
  • USA
  • August 24 2016

While acquisition reform has garnered a great deal of attention in Congress and the Federal Executive Branch, small business contracting statutes and


Seventh Circuit Adopts Trulia Standard for Review of Disclosure-Only Settlements
  • Weil Gotshal & Manges LLP
  • USA
  • August 17 2016

Last week, in In re Walgreen Co. Stockholder Litigation, No. 15-3799 (7th Cir. Aug. 10, 2016), the United States Court of Appeals for the Seventh


Derek Jeter and Fiduciary Risk
  • McDermott Will & Emery
  • USA
  • August 16 2016

A recent decision of the Delaware Chancery Court involving Derek Jeter provides a topical opportunity to remind governing board members that


Court of Chancery Puts Boards of Directors on Notice that Contracting Away Derivative Claims in a Merger Can Risk Subjecting the Merger to Entire Fairness Review
  • McCarter & English LLP
  • USA
  • August 15 2016

Vice Chancellor Glasscock has held that a merger designed to eliminate derivative claims against a majority of directors justified the application of


Federal Appeals Court Rejects “Disclosure-Only” Settlement
  • Cooley LLP
  • USA
  • August 11 2016

Yesterday, in In re: Walgreen Co., the 7th Circuit Court of Appeals rejected a "disclosure-only settlement" involving Walgreen Co.'s 2014 purchase of