Edward Micheletti

Dec 31, 2024 | jdsupra.com | Edward Micheletti

Over the last several years, Delaware courts — especially the Court of Chancery — have seen an increase in litigation involving earnout provisions in merger agreements. Each of these cases presents unique facts reflecting the individual circumstances of the parties, but the focus of disputes involving earnout provisions usually remains the same.

Dec 30, 2024 | jdsupra.com | Edward Micheletti

In 2024, Delaware courts continued to address important areas of corporate law, particularly regarding controlling stockholders. Several of those high-profile decisions were decided at the trial level and are now on appeal. In 2025, we will be watching as the Delaware Supreme Court addresses issues including aiding and abetting, nominal damages, non-ratable benefits for controlling stockholders, executive compensation, ratification and attorney’s fees.

Jun 30, 2024 | corpgov.law.harvard.edu | Arthur Bookout |Edward Micheletti

delaware, Delaware law, disclosures, M&A, MFWMore from: Arthur Bookout, Edward Micheletti, SkaddenArthur R. Bookout and Edward B. Micheletti are Partners at Skadden, Arps, Slate, Meagher & Flom LLP. This post is based on their Skadden memorandum and is part of the Delaware law series; links to other posts in the series are available here.

Jun 26, 2024 | jdsupra.com | Arthur Bookout |Edward Micheletti

The Delaware Supreme Court recently issued two opinions weighing in on the scope of disclosures involving board advisors in connection with M&A transactions that warrant close attention. In both rulings — each written en banc — the Delaware Supreme Court reversed the lower courts’ dismissals of all claims because (among other reasons) certain material information about the target companies’ advisors was not disclosed.

Jun 25, 2024 | jdsupra.com | Arthur Bookout |Edward Micheletti

In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of fiduciary duty claims against SPAC boards and sponsors. In the ruling, the court clarified that “well-worn fiduciary principles” under Delaware law would apply to SPAC board decisions.