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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


How much disclosure of deal dirty laundry is necessary in order to fully inform a CorwinVolcano cleansing vote?
  • Cooley LLP
  • USA
  • August 7 2018

In Elizabeth Morrison v. Ray Berry et. al., (dated July 9, 2018), the Delaware Supreme Court reversed the Delaware Chancery Court’s dismissal of deal


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


Delaware Chancery Court Deals Another Blow to Appraisal Arbitrage
  • Seyfarth Shaw LLP
  • USA
  • August 2 2018

The Delaware Chancery Court issued a decision Monday in a long-running appraisal dispute following Solera Holdings Inc.’s $6.5 billion sale to


Delaware Supreme Court Reaffirms Incomplete Disclosures Do Not Qualify for Corwin Business Judgment Rule “Cleansing”
  • White & Case LLP
  • USA
  • July 20 2018

The Delaware Supreme Court has reversed the Delaware Chancery Court's earlier dismissal of a stockholder challenge to the sale of The Fresh Market


Finding Disclosures Inadequate To Merit Application Of Corwin, Delaware Supreme Court Reverses Court of Chancery Dismissal Of Post-Closing Breach Of Fiduciary Duty Claims
  • Shearman & Sterling LLP
  • USA
  • July 17 2018

On July 9, 2018, the Delaware Supreme Court reversed and remanded a decision by the Delaware Court of Chancery to dismiss stockholder class claims for


Delaware Supreme Court Cautions that “Partial and Elliptical Disclosures” Cannot Support the Application of Corwin Business Judgment Review
  • Ropes & Gray LLP
  • USA
  • July 12 2018

On July 9, 2018, the Delaware Supreme Court held in Morrison v. Berry that Corwin business judgment review will not apply to stockholder-approved


Delaware M&A Quarterly - Summer 2018
  • Paul Weiss
  • USA
  • July 12 2018

In Eagle Force Holdings, LLC v. Campbell, the Delaware Supreme Court reversed and remanded the Court of Chancery's decision to dismiss the case for


Perils of Imprecise M&A Disclosure: Court Scrutiny Results in Loss of Business Judgment Protection
  • Paul Hastings LLP
  • USA
  • July 11 2018

The Delaware Supreme Court, in a recent ruling involving the $1.4 billion private equity purchase of The Fresh Market, sent a loud and clear message


Delaware House Approves Two-Seat Expansion of Court of Chancery
  • Pepper Hamilton LLP
  • USA
  • June 29 2018

The Delaware House of Representatives voted on June 28 to expand the number of vice chancellors on the Court of Chancery from four to six. The court