On January 27, 2022, in Levy Family Investors, LLC v. Oars + Alps LLC the Delaware Court of Chancery (the Court) released a memorandum opinion providing clarity with regard to Delaware’s infamous “Anti-Bootstrapping Rule” (also referred to herein as the Rule). While the caselaw on the Anti-Bootstrapping Rule has been described as “muddled,” the Rule
In In re Cadira Group Holdings, LLC (2021 WL 2912479 (Del. Ch. July 12, 2021)), the Delaware Court of Chancery has again shown its inclination to treat an agreement that purports to replace traditional fiduciary duties with duties not to engage in bad faith, willful misconduct, or gross negligence as instead having imposed the
Recent Delaware cases appear to make two things clear. First, it remains extremely unlikely that a court will find an event or occurrence to fall within the general provisions of a Material Adverse Effect condition and as a consequence, allow a buyer to terminate an acquisition agreement. Second, the seller covenant to conduct the target’s