In an opinion of significance to M&A practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for sandbagging or if the acquisition agreement is silent on the subject. “Sandbagging” only applies when a buyer knows that
United States Senator Elizabeth Warren (D-MA) and United States Representative Mondaire Jones (D-NY) on March 16, 2022 introduced the Prohibiting Anticompetitive Mergers Act (the Act) to ban what they’ve called “the biggest, most anticompetitive mergers.” Senator Warren’s press release describes how the Act would give the Department of Justice (DOJ) and the Federal Trade Commission
In In re MultiPlan Corp. Stockholders Litigation, the Delaware Court of Chancery denied defendants’ motions to dismiss and ruled that the plaintiffs’ may proceed with their claims that the insiders of a special purpose acquisition company (SPAC) breached their fiduciary duties by failing to disclose information material to the stockholder vote that was held
This article summarizes key amendments to the Delaware General Corporation Law (DGCL), Delaware Limited Liability Company Act (DLLCA), Delaware Revised Uniform Partnership Act (DRUPA) and Delaware Revised Uniform Limited Partnership Act (DRULPA, and, together with the LLC Act and GP Act, the Alternative Entity Acts) that became effective on August 1, 2021.
The board of directors (Board) of The Boeing Company (Boeing) agreed to a staggering $237.5 million settlement of a lawsuit brought by stockholders on behalf of Boeing alleging that the Board and certain executive officers breached their fiduciary duties of oversight and monitoring of mission-critical airplane safety and airworthiness of the 737 MAX prior to
The ruling of the Delaware Court of Chancery in Yatra Online v. Ebix highlights the need for M&A practitioners to exercise care when drafting termination and remedies provisions in merger agreements and other contracts and to fully understand the ramifications of terminating a merger agreement or other contract before taking the step of exercising a
The recently filed complaint in Franchi v. Multiplan Corp., et al. is one to watch because it alleges breach of fiduciary duties by the directors and controlling shareholders of Churchill Capital Corp. III (Company), a special purpose acquisition corporation, or SPAC, after the de-SPAC transaction left investors with devalued shares shortly after the de-SPAC transaction
By January 1, 2022, the U.S. Department of the Treasury’s Financial Crimes Enforcement Network (FinCEN) will publish regulations regarding mandatory beneficial ownership reporting requirements (Reporting Requirements) as required by the Corporate Transparency Act (CTA).[1] Once published, newly formed and existing legal entities will be required to comply or face significant penalties. They apply to
In DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, the Delaware Court of Chancery (the “Court”) in an unpublished opinion analyzed whether the asset purchase agreement included the sale to the buyer of the target company’s and its employees’ pre-closing and post-closing communications with their attorneys. In January 2018, Innovative Chemical Products Groups
In Agspring Holdco, LLC, et al v. NGP X US Holdings, L.P., et al., the Delaware Court of Chancery (the “Court”) denied a motion to dismiss claims of fraud, aiding and abetting fraud and conspiracy to commit fraud against the CEO and President (the “Executives”) and NGP (defined below), the private equity fund that