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Dec 5, 2024 | 
friedfrank.com | Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan |Arthur A. Fleischer | +19 more
In GB-SP v. Walker (Nov. 15, 2024), the Delaware Court of Chancery found that directors of Bridgestreet Worldwide, Inc. (the “Company”), by securing indemnification rights for themselves in connection with approving a Foreclosure Agreement with the Company’s creditor, rendered themselves materially conflicted. As a result, the court reviewed the Plaintiff’s claim—that the directors breached their fiduciary duties in approving the Agreement—under the entire fairness standard.
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Nov 14, 2024 | 
friedfrank.com | Gail Weinstein |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +18 more
M&A/PE Briefing | November 14, 2024 In Gunderson v. The Trade Desk, Inc. (Nov. 7, 2024), the Delaware Court of Chancery held that only a majority stockholder vote will be required to approve the proposed reincorporation of The Trade Desk, Inc. (the “Company”) from Delaware to Nevada through a corporate conversion (the “Conversion”).
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Sep 26, 2024 | 
friedfrank.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +24 more
M&A/PE Quarterly | September 26, 2024 Table of Contents: In the Most Recent Earnout Decisions, the Court of Chancery Found the Buyers Breached Their Efforts Obligations—Auris and Alexion Uncertainty on Governance Rights in Stockholders Agreements Continues Pending a Decision in the Appeal of Moelis Chancery Holds, for the First Time, that Substantive Contract Provisions in Private Agreements Cannot be Incorporated by Reference into a Delaware Corporation’s Charter Lessons on Law Firm Legal...
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Sep 26, 2024 | 
lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +24 more
Table of Contents: In the Most Recent Earnout Decisions, the Court of Chancery Found the Buyers Breached Their Efforts Obligations—Auris and Alexion Uncertainty on Governance Rights in Stockholders Agreements Continues Pending a Decision in the Appeal of Moelis Chancery Holds, for the First Time, that Substantive Contract Provisions in Private Agreements Cannot be Incorporated by Reference into a Delaware Corporation’s Charter Lessons on Law Firm Legal Opinions from Chancery’s Recent...
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Aug 27, 2024 | 
friedfrank.com | Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan |Arthur A. Fleischer | +19 more
M&A/PE Briefing | August 27, 2024 In Medal v. Beckett Collectibles (Aug. 22, 2024), the Delaware Court of Chancery, at the pleading stage of litigation, declined to dismiss claims that Beckett Collectibles, LLC, by failing to make certain earnout payments, breached the Stock Purchase Agreement pursuant to which it had acquired Due Dilly Trilly, Inc. (“DDT”).
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Aug 27, 2024 | 
lexology.com | Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan |Arthur Fleischer Jr. | +19 more
In Medal v. Beckett Collectibles (Aug. 22, 2024), the Delaware Court of Chancery, at the pleading stage of litigation, declined to dismiss claims that Beckett Collectibles, LLC, by failing to make certain earnout payments, breached the Stock Purchase Agreement pursuant to which it had acquired Due Dilly Trilly, Inc. (“DDT”).
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Aug 21, 2024 | 
friedfrank.com | Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan |Arthur A. Fleischer | +19 more
I have read and understood the terms of use of this web site which appear below, and specifically agree to those terms, on behalf of myself and anyone else on whose behalf I am contacting anyone at Fried Frank using this site or in any way connected with this site: The information and materials offered on this site are for general informational purposes only, do not constitute and should not be considered to be legal advice, and are presented without any representation or warranty whatsoever,...
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Aug 21, 2024 | 
lexology.com | Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan |Arthur Fleischer Jr. | +18 more
In WT Representative LLC v. Philips (Aug. 16, 2024), the Delaware Court of Chancery, at the pleading stage of litigation, declined to dismiss claims that Philips Holdings USA Inc., which had acquired Vesper Medical, Inc., had breached the parties’ merger agreement when it failed to make a post-closing earnout.
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Jan 30, 2024 | 
lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Cantor Fitzgerald v. Ainslie (Jan. 29, 2024), the Delaware Supreme Court reversed the Court of Chancery’s decision that a “forfeiture-for-competition” provision in a limited partnership agreement was unenforceable because it was unreasonable. More importantly, the Supreme Court held that forfeiture-for-competition provisions in partnership agreements—which condition receipt of future payments on non-competition—are not subject to review for reasonableness at all.
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Jan 30, 2024 | lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Cantor Fitzgerald v. Ainslie (Jan. 29, 2024), the Delaware Supreme Court reversed the Court of Chancery’s decision that a “forfeiture-for-competition” provision in a limited partnership agreement was unenforceable because it was unreasonable. More importantly, the Supreme Court held that forfeiture-for-competition provisions in partnership agreements—which condition receipt of future payments on non-competition—are not subject to review for reasonableness at all.
