Brandon Harper

Oct 2, 2024 | mondaq.com | Rebecca Guzman |Brandon Harper

In the second of its kind in as many days, the Court of Chancery issued a post-trial opinion enforcing contingent value rights or earnout provisions in merger agreements against breaching acquirors. In a September 5, 2024, opinion in Shareholder Representatives LLC v. Alexion Pharmaceuticals, Inc., the Court found that the buyer, Alexion Pharmaceuticals, Inc. ("Alexion"), a subsidiary of AstraZeneca, owed $130 million to the seller shareholders of Syntimmune, Inc.

Apr 8, 2024 | feeds.feedblitz.com | Ellen Bardash |Brandon Harper

Delaware courts are not making it easier to get the business judgment rule applied in corporate transaction cases. On top of more specific guidance about what exactly makes a director committee independent in the context of Kahn v. M&F Worldwide Cleansing cleansing, that’s been the corporate bar’s big takeaway from the Supreme Court’s ruling on Match Group Inc. shareholder litigation. Want to continue reading?

Mar 27, 2024 | feeds.feedblitz.com | Brandon Harper |Ellen Bardash |Kaan Ekiner |Mark E. Felger

Elements of Delaware law that affect large swaths of corporate litigation are in flux: Delaware’s application of entire fairness is evolving, as is how it defines conflict and control in transactions. The Court of Chancery has reviewed and invalidated advance notice bylaws, and lawyers have asked for guidance on just how much say shareholders get in converting out of Delaware.

Mar 21, 2024 | feeds.feedblitz.com | Avalon Zoppo |Ellen Bardash |Brandon Harper

A shareholder filed a securities suit against Chemours in Delaware federal court on March 21, weeks after the company announced it was placing three members of its senior management team on leave for suspected tampering with financial reports.

Mar 8, 2024 | feeds.feedblitz.com | Brandon Harper |Ellen Bardash

Nearly every time Delaware litigation was mentioned at this year’s Tulane Corporate Law Institute, so were attorneys’ feelings of uncertainty. Panelists who said Delaware may be in the midst of a legal “doomsday” said as a result of a number of decisions issued in the past year, merger and acquisition practitioners are having a difficult time figuring out how best to counsel their clients, and litigators are left with questions on how best to make their case to the Court of Chancery.