In DLO Enterprises, Inc. v. Innovative Chemical Products Group, LLC, the Delaware Court of Chancery (the “Court”) in an unpublished opinion analyzed whether the asset purchase agreement included the sale to the buyer of the target company’s and its employees’ pre-closing and post-closing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 AB Stable VIII LLC v. Maps Hotel and Resorts One LLC et al., the Delaware Court of Chancery has published its first ruling regarding whether or not the effects of the COVID-19 pandemic constitute a material adverse effect (“MAE”) that would allow a buyer to terminate an acquisition agreement entered into prior
On December 1, 2020, The Nasdaq Stock Market LLC (“Nasdaq”) filed proposed rules with the U.S. Securities and Exchange Commission (“SEC”) regarding board diversity and transparency. If adopted, the proposed rules would require Nasdaq-listed companies to disclose diversity statistics with respect to their boards of directors (the “Board Diversity Disclosure Rule”) and include members on
Long-awaited relief has arrived for many struggling small businesses in the form of the Consolidated Appropriations Act of 2021 (the “Appropriations Act”), signed into law by President Donald Trump on December 27, 2020. Under the Appropriations Act, a summary of which can be found here, the Small Business Administration (“SBA”) was authorized to reopen
In Ashland LLC v. Samuel J. Heyman 1981 Continuing Trust for Lazarus S. Heyman (Del. Super. Ct. Nov. 10, 2020), the Complex Commercial Litigation Division of the Delaware Superior Court held that parties to a contract are required to cover their own legal fees absent clear and unequivocal fee shifting language, even where one party
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