The collapse of a recent deal between the potential buyer and seller of a prominent retail chain shines a spotlight on the need to address the COVID-19 pandemic in acquisition and merger agreements. In SP v. Buyer LP, an affiliate of Sycamore Partners (“Sycamore”), and L Brands Inc., the parent company of the Victoria’s

On October 22, 2019, The We Company (“WeWork”), SoftBank Group Corp. (“SBG”), SoftBank Vision Fund (AIV M1) L.P. (“Vision Fund”, and together with SBG, “SoftBank”) and certain other parties entered into a Master Transaction Agreement (the “MTA”), as amended on December 27, 2019. The MTA included a series of transactions, including a tender offer, pursuant

A Houston area movie theater owner, Omar Khan (“Khan”), founder of the Star Cinema Grill (the “Business”), filed suit in the Southern District of Texas against Mexican company Cinemex and its U.S. subsidiary (“Cinemex”) claiming that Cinemex is attempting to use the Coronavirus pandemic as an excuse to renege on a deal to acquire the

In Salladay v. Lev, 2020 Westlaw 954032 (Del. Ch. Feb. 27, 2020), the Court of Chancery clarified certain timing and procedural requirements necessary for special committees comprised of disinterested directors to cleanse a transaction involving a board consisting of a majority of conflicted directors.  Salladay involved a former stockholder of Intersections Inc. (“Intersections”) challenging

The Court of Chancery in In re Amtrust Financial Services, Inc. Stockholder Litigation, C.A. No. 2018-0396-Agb (Feb. 26, 2020), recently declined to apply the business judgment rule to a controlling-shareholder going-private transaction and instead provided that the transaction must be evaluated using the stringent entire fairness standard of review.

The case involved a four-person

Companies with private equity fund investors have experienced challenges in determining whether they qualify as a borrower that is eligible to participate in the Paycheck Protection Program (“PPP”) created by the Coronavirus Aid, Relief and Economic Securities (“CARES”) Act.  This is due in large part to the provisions of the CARES Act which provide that,

In Shabbouei v. Potdevin, the Delaware Court of Chancery granted a motion to dismiss a stockholder derivative complaint alleging that the board of directors of lululemon athletica inc. breached its fiduciary duties and committed corporate waste by paying $5 million in severance to its CEO who was engaged in pervasive misconduct, rather than terminating

The COVID-19 crisis has impacted businesses in most industries and in most developed countries.   In particular, companies are trying to decide if the effects of the pandemic, together with the associated governmental shutdowns on wide swaths of the economy, provide their business with the ability to terminate or excuse performance under an existing contract, or