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Sidley Austin LLP | USA | 12 Jan 2022

Extraordinary Times May Still Call for Ordinary Measures: Delaware Supreme Court Affirms Buyer’s Termination of $5.8 Billion Transaction

The Delaware Supreme Court recently affirmed Vice Chancellor Laster’s much talked of AB Stable post-trial decision, holding that the buyer of a $5.8…
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Freshfields Bruckhaus Deringer | USA | 12 Jan 2022

M&A predictions for 2022: where the tensions, the action and the hot spots will be and why

As the 2022 pipeline continues to flow, here’s a quick preview of where the tensions, action and hot spots will be in M&A this year, together with…
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Hunton Andrews Kurth LLP | USA | 6 Jan 2022

Rare Imbalance?—Delaware’s “Center of Gravity” in D&O Policies Dooms Mining Co.’s Appraisal Coverage Claim, But Supreme Court Appraisal Review Looms Large

We have written over the past year about a string of pro-policyholder decisions from Delaware courts. One policyholder, however, recently had its…
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Kramer Levin Naftalis & Frankel LLP | USA | 21 Dec 2021

Delaware Supreme Court Holds That Seller’s Changes to Operations Because of COVID-19 Breached the Ordinary Course Covenant and Relieved Buyer of Its Obligation to Close

On Dec. 8, 2021, the Delaware Supreme Court in AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, No. 71, 2021 (Del. Dec. 8, 2021) affirmed the…
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Blank Rome LLP | USA | 16 Dec 2021

Delaware Supreme Court Rejects Division’s Longstanding but Unpublished Policy on NOLs

The Delaware Supreme Court has invalidated an audit policy that had been in place for at least 30 years as being inconsistent with the Delaware Code…
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Skadden Arps Slate Meagher & Flom LLP | USA | 15 Dec 2021

The Risk of Overlooking Oversight: Recent Caremark Decisions From the Court of Chancery Indicate Closer Judicial Scrutiny and Potential Increased Traction for Oversight Claims

In 1996, the Delaware Court of Chancery issued its seminal decision in In re Caremark International Inc. Derivative Litigation,1 establishing the…
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Sidley Austin LLP | USA | 13 Dec 2021

Court of Chancery Awards $700M In Opinion Highlighting Opinion Of Counsel Risks And Power Of Contra Proferentem Doctrine

Once in a while, a court decision provides not just guidance for participants in corporate transactions but also can serve as a wakeup call for the…
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Reed Smith LLP | USA | 7 Dec 2021

Delaware Supreme Court strikes Delaware Division of Revenue’s NOL limitation, creating opportunity for taxpayers

On November 29, the Delaware Supreme Court struck the Delaware Division of Revenue’s policy of limiting a separate-company taxpayer’s NOL deduction…
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Reed Smith LLP | USA | 7 Dec 2021

Delaware Supreme Court strikes Delaware Division of Revenue’s NOL limitation, creating opportunity for taxpayers

On November 29, the Delaware Supreme Court struck the Delaware Division of Revenue’s policy of limiting a separate-company taxpayer’s NOL deduction…
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Hogan Lovells | USA | 17 Nov 2021

Manti Holdings: Delaware Supreme Court permits advance waiver of appraisal rights

In Manti Holdings, the Delaware Supreme Court affirmed a decision that a corporation can enforce an advance waiver of appraisal rights against its…
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