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Potter Anderson & Corroon LLP

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Closing adjustment provisions in M&A transactions: avoiding common disputes

USA - August 5 2010 In most M&A transactions, there is a delay (sometimes significant) between the negotiation of the purchase price (the "Purchase Price") and the closing of the transaction (the "Closing"

Delaware limited liability partnerships

USA - September 5 2013 On January 1, 2000, the Delaware Revised Uniform Partnership Act, 6 Del. C. 15-101, et seq. (the "Act"), became effective. Except in limited

Auriga Capital Corp. v. Gatz Properties, LLC, C.A. No. 4390-CS (Del. Ch. Jan. 27, 2012) (Strine, C.)

USA - January 27 2012 In this opinion, the Delaware Court of Chancery found that a majority owner and manager of a limited liability company breached his contractual and fiduciary duties when he attempted to obtain the ownership interests of the minority members in bad faith

Air Products and Chemicals, Inc. v. Airgas, Inc

USA - March 3 2011 In this post-trial opinion bringing to close a year-long public battle for the control of Airgas, Inc. (“Airgas” or the “Company”), the Delaware Court of Chancery has held that a board of directors may, in full compliance with its fiduciary duties as reviewed by the courts under Unocal and its progeny, maintain defenses in the face of a structurally non-coercive all-cash, fully financed hostile tender offer it deems to be inadequate, even after “a full year has gone by . . . and the stockholders are fully informed as to the target board’s views on the inadequacy of the offer.”

2009 amendments to Delaware business statutes

USA - August 17 2009 Delaware’s Governor, Ruth Ann Minner, recently signed into law bills amending Delaware’s renowned alternative business entity statutes, namely the Delaware Revised Uniform Partnership Act, 6 Del. C. 15-101, et seq. (“DRUPA”), the Delaware Revised Uniform Limited Partnership Act, 6 Del. C. 17-101, et seq. (“DRULPA”), and the Delaware Limited Liability Company Act, 6 Del. C. 18-101, et seq. (“DLLCA”, and, collectively with DRUPA and DRULPA, the “Alternative Entity Statutes”

Delaware Court of Chancery Adopts Materiality Standard For Approval Of “Disclosure Only” Settlements Of Stockholder Litigation

USA - January 25 2016 In this opinion, the Delaware Court of Chancery announced that it will not approve “disclosure only” settlements unless the underlying litigation

In re Trulia, Inc. Stockholder Litigation, C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016) (Bouchard, C.)

USA - January 22 2016 This opinion represents the Court of Chancery's latest and most definitive move toward greater scrutiny of disclosure-based settlements of

PECO Logistics, LLC v. Walnut Investment Partners, L.P., et al., C.A. No. 9978-CB (Del. Ch. Dec. 30, 2015) (Bouchard, C.)

USA - December 30 2015 In this opinion, the Court of Chancery resolved a dispute regarding a put right in an LLC agreement between PECO Logistics, LLC ("PECO"), a Delaware

ESG Capital Partners v. Passport Special Opportunities Master Fund, C.A. No. 11053-VCL (Del. Ch. Dec. 16, 2015) (Laster, V.C.)

USA - December 16 2015 In this memorandum opinion, the Court of Chancery granted in part and denied in part defendants' motion to dismiss a complaint seeking declaratory

Espinoza v. Zuckerberg, No. 9745-CB (Del. Ch. Oct. 28, 2015) (Bouchard, C.)

USA - October 28 2015 In a decision reinforcing the importance of observing corporate formalities, Chancellor Bouchard found that a controlling stockholder cannot ratify a