Arthur A. Fleischer

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.

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...

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”).

Aug 21, 2024 | friedfrank.com | Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan |Arthur A. Fleischer | +19 more

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