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
Continue Reading Delaware Court of Chancery Dismisses Complaint Against Certain Officers, Directors and Stockholders of Roan Resources, Inc.
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…
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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…
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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, my Fox Rothschild colleague –…
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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…
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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…
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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…
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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…
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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…
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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…
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