Adam H Offenhartz Jefferson E Bell

June 15, 2017 | Delaware Business Court Insider

M&A practitioners are regularly faced with the question of whether derivative claims will survive a merger after which the plaintiff will no longer be a stockholder.

By Adam H. Offenhartz, Jefferson E. Bell and Mark H. Mixon Jr.

6 minute read

October 19, 2016 | Delaware Business Court Insider

In a recent ruling, the Delaware Court of Chancery made clear that claims based on allegedly inadequate disclosures brought after a merger closes face an exacting standard on a motion to dismiss. Vice Chancellor Sam Glasscock III in Nguyen v. Barrett, C.A. No. 11511-VCG,rejected the assertion that plaintiffs with a pre-closing disclosure claim can choose to bring the claim post-closing without repercussion—clarifying that the "preferred method for vindicating truly material disclosure claims is to bring them pre-closing, at a time when the court can ensure an informed vote." Glasscock further opined that a rule that disclosure claims "pleaded but not pursued pre-close" are waived would be "salutary."

By Adam H. Offenhartz, Jefferson E. Bell and Anna Karamigios

14 minute read