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Apr 23, 2024 | 
lexology.com | Geoffrey R. Chepiga |Andrew J. Ehrlich |David Friedman |Jaren Janghorbani |Brad S. Karp |Daniel Kramer | +3 more
On April 15, 2024, the Seventh Circuit issued an opinion written by Judge Frank H. Easterbrook in Alcarez v.
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Apr 9, 2024 | 
lexology.com | Andre Bouchard |André Bouchard |Jaren Janghorbani |Robert Kindler |Kyle Seifried |Laura C. Turano | +2 more
In an en banc, unanimous opinion in In re Match Group, Inc. Derivative Litigation, the Delaware Supreme Court declined to provide a less burdensome path to business judgment review for self-interested controlling stockholder transactions that are not full “squeeze-out” mergers. Instead, the court’s opinion, by Chief Justice Collins J.
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Mar 11, 2024 | 
lexology.com | Scott A. Barshay |Andre Bouchard |André Bouchard |Jaren Janghorbani |Robert Kindler |Frances Mi
In Sjunde AP-fonden v. Activision Blizzard, Inc., et al. (an opinion by Chancellor Kathaleen St. J. McCormick), the Delaware Court of Chancery declined to dismiss claims that common market practices used by the Activision Blizzard, Inc., board in approving its merger agreement with Microsoft Corporation resulted in a Delaware General Corporation Law (DGCL) violation.
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Feb 21, 2024 | 
lexblog.com | Andre Bouchard |André Bouchard |Jaren Janghorbani |Andrew Krause |Kyle Seifried
In In re Sears Hometown and Outlet Stores, Inc. Stockholder Litigation, the Delaware Court of Chancery (in an opinion by Vice Chancellor J. Travis Laster) clarified that, when exercising stockholder rights to alter a corporation’s status quo, controllers owe duties not to harm the corporation or its minority stockholders intentionally or through gross negligence.
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Feb 5, 2024 | 
lexology.com | Andre Bouchard |André Bouchard |Jaren Janghorbani |Robert Kindler |Kyle Seifried |Laura C. Turano | +1 more
Recent decisions by Vice Chancellor Will of the Delaware Court of Chancery in Paragon Technologies, Inc. v. Cryan and Kellner v. AIM Immunotech Inc. provide guidance for boards concerning the validity of advance notice bylaws. In both cases, the court upheld the boards’ enforcement of advance notice bylaws to prevent activist nominees from standing for election. In Kellner, however, the court invalidated some bylaw provisions because of their overbreadth or ambiguity.
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Nov 13, 2023 | 
lexology.com | Andre Bouchard |André Bouchard |Jaren Janghorbani |Robert Kindler |Andrew Krause |Kyle Seifried
In Crispo v. Musk, the Delaware Court of Chancery, in an opinion by Chancellor McCormick, addressed the enforceability of merger agreement provisions related to the recovery of lost-premium damages by the target. Such “Con Ed provisions”—named after the Second Circuit’s opinion in Consolidated Edison, Inc. v. Northeast Utilities—attempt to clarify that damages for lost merger premiums are recoverable from a wrongfully terminating buyer by the target or stockholders in certain circumstances.
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Aug 1, 2023 | 
corpgov.law.harvard.edu | André Bouchard |Geoffrey R. Chepiga |Jaren Janghorbani
Andre G. Bouchard, Geoffrey R. Chepiga, and Jaren Janghorbani are Partners at Paul, Weiss, Rifkind, Wharton & Garrison LLP. This post is based on a Paul Weiss memorandum by Mr. Bouchard, Mr. Chepiga, Ms. Janghorbani, Frances F. Mi, Jason S. Tyler, and Cara Grisin Fay, and is part of the Delaware law series; links to other posts in the series are available here. In Anderson v.
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Jul 21, 2023 | 
today.westlaw.com | Andrew Gordon |Jaren Janghorbani |André Bouchard |Ross A. Fieldston
(July 21, 2023) - Andrew G. Gordon, Jaren Janghorbani, Andre Bouchard and Ross A. Fieldston of Paul, Weiss, Rifkind, Wharton & Garrison LLP discuss recent decisions of the Delaware courts and amendments to the Delaware General Corporation Law that could affect mergers and acquisitions. Corporate officers and directors will want to take note of recent developments in Delaware to stay current on important trends impacting transactions and shareholder engagement governed by Delaware Law.
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Jul 14, 2023 | 
lexology.com | André Bouchard |Geoffrey R. Chepiga |Jaren Janghorbani |Kyle Seifried |Laura C. Turano |Krishna Veeraraghavan | +2 more
In Anderson v. Magellan Health, Inc., the Delaware Court of Chancery drastically reduced a plaintiff’s mootness fee request and held, in an opinion by Chancellor McCormick, that, moving forward, plaintiffs can justify a mootness fee only if they obtain supplemental disclosures that are “plainly material.” In so holding, the court split with prior Court of Chancery precedent requiring that such disclosures be merely “helpful” to support a mootness fee.
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Jun 29, 2023 | 
lexology.com | Scott A. Barshay |André Bouchard |Jaren Janghorbani |Kyle Seifried
In Sternlicht, et al. v. Hernandez, et al., the Delaware Court of Chancery clarified the high standard that activists must overcome to reopen the director nomination window of an otherwise valid advance notice bylaw—namely they must show that there has been a “radical shift” in company position caused by the board after the deadline for director nominations had passed.
