On March 25, 2022, Senator Bernie Sanders (I-VT) introduced a new bill, Ending Corporate Greed Act, which coincides close in time with the release of Treasury’s Greenbook, General Explanations of the Administration’s Fiscal Year 2023 Revenue Proposals.  The two proposals have different approaches to increasing revenue, and it seems unlikely that both could be

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

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

On March 3, 2022, President Biden signed into law the Ending Forced Arbitration of Sexual Assault and Sexual Harassment Act of 2021 (the Act), prohibiting employers from enforcing predispute arbitration agreements and class action waivers that concern sexual harassment and sexual assault claims.  The Act amends the Federal Arbitration Act (FAA) with respect to the

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

The Texas Legislature, during its 87th Regular Session, passed several bills with direct implications for Texas partnerships, corporations, and limited liability companies. Below are some of the key changes for Texas entities, including amendments made to the Texas Business Organization Code (TBOC), passed in the 87th Regular Session.

S.B. 1203/H.B. 3364 – Business

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.

Voting Rights of

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