In a 77-page Memorandum Opinion issued by Vice Chancellor Fioravanti in Cindy Harcum v. John Lovoi et al., C.A. No. 2020-0398-PAF (Del. Ch. Jan. 3, 2022), the Delaware Court of Chancery dismissed a shareholder suit challenging a $1 billion sale of Roan Resources, Inc. (the “Company”) to a private equity-based buyer, Citizen Energy Operating,
Mergers and Acquisitions
Del. Supreme Court Affirms Court of Chancery’s Decision in AB Stable
By Chaney Hall on
The Delaware Supreme Court opinion in AB Stable VIII LLC v. MAPS Hotels and Resorts One, LLC, et al., No. 71, 2021, (Del. Dec. 8, 2021), considers whether a business’s response to the COVID-19 pandemic violated an “ordinary course covenant” by which the Seller promised not to deviate from running the business in the…
Stockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger
By Chaney Hall on
In Todd Swift v. Houston Wire & Cable Co., C.A. No. 2021-0525-LWW, memo. op. (Del. Ch. Dec. 3, 2021), the Court of Chancery found that a stockholder lacked standing to seek inspection of books and records under 8 Del. C. § 220 because he filed suit after his shares were cancelled in a merger. …
Court of Chancery Weighs Terminating M&A Deals Under Material Adverse Effect Clauses
By Fox Rothschild LLP on
The COVID-19 pandemic is shaking up M&A transactions and the Court of Chancery has seen a sudden uptick in litigation. In a recently published article, two of my Fox Rothschild colleagues – Chaney Hall and Katelyn Crawford – note that buyers with cold feet are invoking their agreement’s material adverse effect clauses (MAE) to justify…
Chancery Addresses Fraud Claims in the Inducement of a Merger
By Fox Rothschild LLP on
In the recent decision of LVI Grp. Inv., LLC v. NCM Grp. Holdings, LLC, et al., C.A. No. 12067-VCG (Del. Ch. Mar. 28, 2018), the Court of Chancery considered fraud claims in the inducement of a merger. In ruling on a motion to dismiss filed by certain principals, the Court addressed the scope of…
Pre-Merger Suit Deemed Premature by Chancery, Dismissal Granted
By Fox Rothschild LLP on
In a recent decision by the Delaware Court of Chancery, In re Straight Path Commc’ns Inc. Consol. S’holder Litig., Civil Action No. 2017-0486-SG (Del. Ch. Nov. 20, 20107), Vice Chancellor Glasscock stayed consideration of a pre-merger complaint brought by a stockholder, alleging claims that the controlling shareholder obtained a side deal at the expense…
Delaware Supreme Court Addresses the Implied Covenant of Good Faith and Fair Dealing
By Fox Rothschild LLP on
In a very recent Delaware Supreme Court decision, Dieckman v. Regency GP LLC, et al., No. 208, 2016 (Del. Jan. 20, 2017), the High Court reversed the Court of Chancery and upheld claims based upon breach of the implied covenant of good faith and fair dealing. The decision is noteworthy because the limited partnership…
Business Judgment Rule Applied When Disinterested Majority Approved Merger In Fully-Informed and Uncoerced Vote
By Fox Rothschild LLP on
As set forth in the Delaware Supreme Court decision of Corwin v. KKR Fin. Holdings LLC, 125 A.3d 304 (Del., 2015), a board’s decision to approve a merger transaction is subject to business judgment rule presumption when the merger was approved by a disinterested majority of the company’s stockholders in a fully-informed and…
Chancery Dismisses Complaint Alleging Breach of Duty of Disclosure Regarding Short-Form Merger
By Fox Rothschild LLP on
In the first Chancery opinion of 2017, Vice Chancellor Montgomery-Reeves granted dismissal of a class action complaint which alleged breach of the duty of disclosure in connection with a short-form merger, in the decision of In re United Capital Corp. S’holders Litig., Cons. Case Nos. 11619-VCMR (Del. Ch. Jan. 4, 2017).
Lead Plaintiff Louis…
Mootness Fee Awarded for Helpful Disclosures that Provided Benefit to Stockholders
By Fox Rothschild LLP on
In 2016, beginning with In Re Trulia Inc. Stockholder Litigation, C.A. No. 10020-CB (Del. Ch. Jan. 22, 2016) (see blog post here), the Court of Chancery has issued a wave of decisions analyzing the granting of fees in the context of disclosures. In Trulia, the Court of Chancery set forth the standard that…