Patrick Reagin

2 months ago | mondaq.com | Patrick Reagin |Michael Jones |Lauren Robertson

Several 2024 decisions by the Delaware Court of Chancery led some prominent corporate leaders to express frustration over perceived increased liability standards for corporate officers and directors, even publicly advising new companies against incorporating in Delaware and urging existing companies to reincorporate in different states, a process known as "conversions." Recent court decisions and unusually vocal response from affected parties have sparked public debate about a potential...

May 13, 2024 | lexology.com | Patrick Reagin |Lauren Robertson

The Delaware Court of Chancery on March 17, 2024, entered judgment in favor of SM Buyer LLC (Buyer),1 "reluctantly" confirming an arbitrator's determination that RMP Seller Holdings LLC (Seller) owed Buyer $87,427,170.51 – twice what Buyer paid for the company – in a post-closing purchase price adjustment.2 The surprising result hinged on a literal reading of the equity purchase agreement's (Agreement) terms, notwithstanding the "spirit" of the deal, and reflects Delaware courts' highly...