Fried Frank M&A/PE Quarterly July 2019

Fried Frank M&A/PE Quarterly July 2019

 Fried Frank's M&A/PE Quarterly, a round-up of key market developments.

  • A Focus in Delaware on Contract Interpretation Cases
  • Merger Agreement Provisions Can Preserve the Sellers' Privilege With Respect to Pre-Merger Attorney-Client Communications (Such as Emails) Even If They Were Physically Transferred To the Buyer at Closing — Shareholder Representative Services v. RSI Holdco
  • Court of Chancery Finds Earnout Calculation Provisions Ambiguous — Windy City v. TIAA
  • Damages for Breach of a Required Payment is the Amount Not Paid Rather than the Actual Harm Caused — Leaf Invenergy v. Invenergy Renewables
  • Court of Chancery Decides Indemnification Case Based on the Word “But”—Drafting Points for Indemnification Provisions of a Purchase Agreement — NASDI Holdings v. North American Leasing
  • Court of Chancery Interprets LLC Agreement Based on Use of the Word “Void” Rather than “Voidable”—Practice Points on Drafting Transfer Restrictions — Absalom v. Saint Gervais
  • Delaware Supreme Court Upholds Court of Chancery Ruling that No Damages Flowed from Fiduciary Breaches in a Sale Where the Deal Price Likely Exceeded the Standalone Value and No Higher Bidders Emerged — PLX Technology
  • U.S. Supreme Court Does Not Rule on Whether There Is a Private Right of Action for Disclosure Failures in Tender Offers — Emulex v. Varjabedian
  • Court of Chancery Observes that a Company's Positive Violation of Law (or a Consent Decree) Helps to Support Shareholder Caremark Claims — Facebook
  • New Regulatory Regime to Review Transactions Involving Foreign Information and Communications Technology Could Have Wide Reach 
  • Fried Frank M&A/PE Briefings Issued 2Q 2019

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