Mergers & Acquisitions

Delaware Court Says Stockholder Entitled To Merger-Related Emails, Communications

The Delaware Chancery Court recently granted a request from a stockholder of Globalstar Inc. to inspect certain emails and...

Delaware Supreme Court Ruling In Dell Appraisal Case Emphasizes Importance Of Deal Price

The Delaware Supreme Court recently issued a much-anticipated appraisal ruling and reversed a lower court’s decision that found a...

U.S. House Of Reps. Passes M&A Broker Exemption

The U.S. House of Representatives recently passed the “Small Business Mergers, Acquisitions, Sales and Brokerage Simplification Act of 2017,”...

What the New Tax Bill Means for Startups, Entrepreneurs and Investors

Below is a brief summary of the Conference Committee tax bill that was released late last week.  It is...

Delaware Chancery Court Sends Dispute Over Purchase Price Adjustment To Auditor

In a recent decision, the Delaware Chancery Court ruled that a dispute over a post-closing purchase price adjustment must...

Aug 26 · 2 min read >

Interbake Can’t Terminate Mrs. Fields’ Cookie Deal Based On MAE Clause

The Delaware Chancery Court in a recent decision held that Mrs. Fields Brands Inc. could force Interbake Foods LLC...

Fraud Carveouts in M&A Transactions Must be Crafted Carefully to Avoid Ambiguity

In a recent decision, the Delaware Chancery Court refused to throw out a lawsuit with post-closing claims for indemnification...

Aug 9 · 2 min read >

Delaware Supreme Court Upholds Decision Permitting Energy Transfer To Exit Williams Merger

The Delaware Supreme Court recently affirmed a lower court’s decision allowing Energy Transfer Equity to abandon a planned merger...

Precision And Drafting: Keys To Ensure Your Agreement To Negotiate In Good Faith Will Be Enforceable

Term sheets, letters of intent and other preliminary documents can be useful for parties in complex negotiations, allowing them...

Structuring Earnounts In M&A Transactions

An earnout is a mechanism in M&A transactions that allows the seller to receive additional compensation if the business...