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

05/08/2010 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

05/09/2013 On January 1, 2000, the Delaware Revised Uniform Partnership Act, 6 Del. C. § 15-101, et seq. (the "Act"), became effective. Except in limited…

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

03/03/2011 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.”

District of Delaware amends Local Rules of Civil Practice and Procedure

29/06/2007 For the first time in more than a decade, the District of Delaware has amended its Local Rules of Civil Practice and Procedure (“Rules”) effective June 30, 2007.

2013 amendments to the Delaware general corporation law

26/07/2013 The Governor of Delaware has signed into law amendments to the General Corporation Law of the State of Delaware (the "DGCL") proposed by the Delaware…

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