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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 | 
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 | 
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.
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Jan 19, 2024 | 
lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Paul v. Rockpoint Group, LLC (Jan. 9, 2024), the Delaware Court of Chancery addressed the alternative dispute resolution mechanism set forth in a fund manager’s LLC agreement for calculating the share of proceeds to which a former managing partner was entitled upon the funds’ sale of portfolio companies.
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Jan 19, 2024 | lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Paul v. Rockpoint Group, LLC (Jan. 9, 2024), the Delaware Court of Chancery addressed the alternative dispute resolution mechanism set forth in a fund manager’s LLC agreement for calculating the share of proceeds to which a former managing partner was entitled upon the funds’ sale of portfolio companies.
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Jan 11, 2024 | 
lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Chordia v. Lee (Jan. 4, 2023), the Delaware Court of Chancery interpreted a Stockholders’ Agreement (the “Agreement”), between Alphonso Inc. (the “Corporation”) and its founders and other key stockholders (the “Key Holders”), which had been entered into in conjunction with the acquisition of a majority stake in the Corporation by LG Electronics (“LGE”).
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Jan 11, 2024 | lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +26 more
In Chordia v. Lee (Jan. 4, 2023), the Delaware Court of Chancery interpreted a Stockholders’ Agreement (the “Agreement”), between Alphonso Inc. (the “Corporation”) and its founders and other key stockholders (the “Key Holders”), which had been entered into in conjunction with the acquisition of a majority stake in the Corporation by LG Electronics (“LGE”).
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Dec 18, 2023 | 
lexology.com | Liza Andrews |Bret T. Chrisope |Adam Cohen |Steven Epstein |Christopher Ewan |Arthur Fleischer Jr. | +24 more
Earlier this year, in its McDonald’s decision, the Court of Chancery established for the first time that not only corporate directors but also officers have oversight duties under Caremark. In Segway v. Cai (Dec. 14, 2003), the court, for the first time since McDonald’s, has addressed officers' Caremark duties. Key PointsThe court confirmed that the same high bar to pleading a Caremark claim against a director also applies to pleading such a claim against an officer.
