We use cookies to customise content for your subscription and for analytics.
If you continue to browse Lexology, we will assume that you are happy to receive all our cookies. For further information please read our Cookie Policy.

Search results

Order by: most recent most popular relevance



Results:1-10 of 133

Court of Chancery Grants the Books and Records Demand of a Director Whose Ties With the Company Were Severed by the Board After His Allegedly Offensive ConductSchnatter v. Papa John’s
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • January 24 2019

In Schnatter v. Papa John's (Jan. 15, 2019), the Delaware Court of Chancery ruled that a director had the right, under DGCL Section 220, to inspect


Series of Avoidable Missteps by an Activist Stockholder and the Target Board Led the Court of Chancery to Find Fiduciary Breaches and Stockholder Aiding and Abetting in Connection With the Sale of a Company--PLX Technology
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • November 9 2018

Avago Technologies Wireless (USA) Manufacturing Inc. acquired PLX Technologies, Inc. for $6.50 per share in cash. After the $300 million merger


M&APrivate Equity Briefing
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • October 24 2018

In Akorn v. Fresenius (Oct. 1, 2018), the Delaware Court of Chancery found for the first time ever that a target company had suffered a "material


Court of Chancery’s Commentary in Akornon MAC and Other Standard Merger Agreement ProvisionsPrompts New Drafting Considerations
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • October 23 2018

In Akorn v. Fresenius (Oct. 1, 2018), the Delaware Court of Chancery found for the first time ever that a target company had suffered a "material


Earnout Period Pitfalls-A Covenant to Operate “Consistent with Past Practices” Precluded Early Dismissal of an Earnout Claim (Edinburgh); A Delayed Closing Led to the Earnout Period Starting Before the Closing (Glidepath)
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • September 4 2018

Earnouts, while often used to bridge valuation differences during negotiation of an agreement to sell a company, frequently lead to post-closing


Court of Chancery Finds MFW-Required Conditions Were Imposed from the “Outset of Negotiations,” Notwithstanding “Extensive Preliminary Discussions”Olenik v. Lodzinski
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • August 20 2018

MFW provides for judicial review of a merger between a controller and the controlled company under the deferential business judgment rule standard


The Most Recent Appraisal Decisions (One Above, and One Below, the Deal Price) Should Further Discourage Appraisal Claims in Arm’s-Length Merger CasesNorcraft and Solera
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • August 14 2018

Two new Delaware appraisal decisionsBlueblade Capital Opportunities, L.P. V. Norcraft Inc. (July 27, 2018) and In re Appraisal of Solera, Inc. (July


Fried Frank M&APE Quarterly August 2018
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • August 3 2018

Global M&A activity in 1H 2018 reached $1.94 trillion in value, an increase of over 28 from 1H 2017. The value in 2Q 2018 was $1 trillion, a more


LLC Directors’ and Managers’ ObligationsKey Principles, Practice Points and the Recent Delaware Decisions
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • June 6 2018

There are now more than twice as many entities formed in Delaware as LLCs and other alternative entities as are formed as corporations. Private equity


Court of Chancery Rejects Extending Appraisal Rights Based on the “Underlying Economic Reality” of a Merger StructureNorth Miami v. Dr Pepper Snapple
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • June 5 2018

In City of North Miami Beach Genl. Employees' Retirement Plan v. Dr Pepper Snapple Group, Inc. (June 1, 2018), the Court of Chancery held that