News & Insights
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M&A/PE Briefing | January 27, 2023
Officer May Have Liability for Ignoring “Red Flags” of Sexual Harassment Problem at the Company (Under Caremark)—and for His Own Sexual Harassment (as a Duty of Loyalty Violation)—McDonald’s⟶ -
M&A/PE Briefing | January 24, 2023
Chancery’s Second Decision on SPAC Fiduciary Duties Reaffirms Entire Fairness Review But Still Leaves Open Whether It Would Apply If Disclosure Was Adequate—Delman⟶ -
M&A/PE Briefing | January 18, 2023
Chancery Decision Holds Affiliated Funds Were Bound by Mandatory Arbitration Clause in Fund Principal’s Employment Agreement Although Not Parties to It—Fairstead Capital v. Blodgett⟶ -
Alerts and newsletters | January 9, 2023
M&A/PE Quarterly Newsletter, Winter 2022⟶ -
M&A/PE Briefing | January 3, 2023
Delaware Supreme Court Holds a Controller Is Not Liable For Its “Opportunistic and Manipulative” Conduct, As Fiduciary Duties Were Contractually Waived—Boardwalk Pipeline v. Bandera⟶ -
M&A/PE Briefing | November 3, 2022
Important Lessons from the Court of Chancery Regarding PE Sponsors, Portco Operating Agreements, Failed Projections, and More—P3 Health Group⟶ -
Articles | October 22, 2022
Chancery Court Upholds Amendment Prolonging Company’s Dual-Class Structure⟶ -
Client memorandum | October 21, 2022
Court of Chancery Addresses Board Responsibility Under Caremark for Cybersecurity Risk—SolarWinds⟶ -
Client memorandum | October 19, 2022
Second Circuit Makes New Law by Establishing a Bright-Line Test for Standing to Bring Rule 10b-5 Claims Challenging a Target’s False or Misleading Pre-Merger Disclosure—Menora v. Frutarom⟶ -
M&A/PE Briefing | October 13, 2022
Drafting Lessons from the Court of Chancery—the Meaning of “Void,” “Subject to,” and “And”⟶