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Dec 5, 2024 | 
friedfrank.com | Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan |Arthur A. Fleischer | +19 more
In GB-SP v. Walker (Nov. 15, 2024), the Delaware Court of Chancery found that directors of Bridgestreet Worldwide, Inc. (the “Company”), by securing indemnification rights for themselves in connection with approving a Foreclosure Agreement with the Company’s creditor, rendered themselves materially conflicted. As a result, the court reviewed the Plaintiff’s claim—that the directors breached their fiduciary duties in approving the Agreement—under the entire fairness standard.
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Nov 19, 2024 | 
friedfrank.com | Gail Weinstein |Philip Richter |Steven Epstein |Steven J. Steinman |Roy Tannenbaum
Articles | November 19, 2024 Law360 published an article coauthored by senior counsel Gail Weinstein and partners Philip Richter, Steven Epstein, Steven J. Steinman and Roy Tannenbaum as part of its monthly Del. Dispatch column discussing the Delaware Court of Chancery’s decision in Gunderson v. The Trade Desk Inc. Click here to read the article.
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Nov 14, 2024 | 
friedfrank.com | Gail Weinstein |Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan | +18 more
M&A/PE Briefing | November 14, 2024 In Gunderson v. The Trade Desk, Inc. (Nov. 7, 2024), the Delaware Court of Chancery held that only a majority stockholder vote will be required to approve the proposed reincorporation of The Trade Desk, Inc. (the “Company”) from Delaware to Nevada through a corporate conversion (the “Conversion”).
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Oct 22, 2024 | 
friedfrank.com | Gail Weinstein |Philip Richter |Steven Epstein |Steven J. Steinman |Thomas Lee |Roy Tannenbaum
Articles | October 22, 2024 The M&A Lawyer republished a Fried Frank client memorandum coauthored by special counsel Gail Weinstein and partners Philip Richter, Steven Epstein, Steven J. Steinman, Thomas Lee and Roy Tannenbaum discussing the Delaware Court of Chancery’s most recent decision in Bandera Master Fund LP v. Boardwalk Pipeline Partners LP. Click here to read the article.
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Aug 27, 2024 | 
friedfrank.com | Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan |Arthur A. Fleischer | +19 more
M&A/PE Briefing | August 27, 2024 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 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 | 
friedfrank.com | Bret T. Chrisope |Adam Cohen |Andrew J. Colosimo |Steven Epstein |Christopher Ewan |Arthur A. Fleischer | +19 more
I have read and understood the terms of use of this web site which appear below, and specifically agree to those terms, on behalf of myself and anyone else on whose behalf I am contacting anyone at Fried Frank using this site or in any way connected with this site: The information and materials offered on this site are for general informational purposes only, do not constitute and should not be considered to be legal advice, and are presented without any representation or warranty whatsoever,...
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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.
