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Publication Date: 2024-08-27
Practice Area: Mergers and Acquisitions
Industry: Accounting | Distribution and Wholesale | Health Care | Manufacturing
Court: Delaware Superior Court
Judge: Judge Wallace
Attorneys: For plaintiff: Kelly E. Farman, Matthew W. Murphy, Edmond S. Kim, Richards, Layton & Finger, P.A., Wilmington, DE for petitioner.
for defendant: Steven L. Caponi, Matthew B. Goeller, Megan E. O’Connor, K&L Gates LLP, Wilmington, DE for respondent.
Case Number: N23C-02-164 PRW CCLD
Court upheld expert determination issued under parties' contractual dispute resolution clause where record undermined objector's claim that expert overlooked or improperly relied on evidence.
Publication Date: 2024-08-27
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory | Software
Court: Court of Chancery
Judge: Chancellor Wallace
Attorneys: For plaintiff: Rudolf Koch, Nicholas F. Mastria, Richards, Layton & Finger P.A, Wilmington, DE; Adam Slutsky, Godwin Proctor, LLP, Boston, MA for plaintiff.
for defendant: Tammy L. Mercer, Jillian A. Tyson, Young Conaway Stargatt & Taylor, LLP Wilmington, DE; N. Thomas Connallly, III, Christopher T. Pickens, Patrick T. Michael, and Samuel W. Yergin, Hogan Lovells US LLP, Tysons, VA for defendant.
Case Number: 2024-0261-PRW
Court found no breach of an exclusivity provision in a letter of intent where the provision merely prohibited soliciting proposals for a sale of the subject business, rather than communications about a potential transaction, and announcing consideration of strategic alternatives did not rise to the level of a firm solicitation.
Publication Date: 2024-08-27
Practice Area: Mergers and Acquisitions
Industry: Distribution and Wholesale | Manufacturing
Court: Court of Chancery
Judge: Chancellor McCormick
Attorneys: For plaintiff: Daniel M. Silver, Benjamin A. Smyth, Maliheh Zare, McCarter & English, LLP, Wilmington, DE for plaintiff.
for defendant: Elisabeth S. Bradley, Y. Carson Zhou, Alan C. Cardenas-Moreno, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE for defendant.
Case Number: 2023-1176-KSJM
Court stayed breach of restrictive covenant action pending further proceedings in separate action that likely would have overlapping factual and legal issues.
Publication Date: 2024-08-13
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory
Court: Court of Chancery
Judge: Vice Chancellor Laster
Attorneys: For plaintiff: A. Thompson Bayliss, Samuel D. Cordle, Anthony R. Sarna, Abrams & Bayliss LLP, Wilmington, DE for petitioner.
for defendant: David E. Ross, Garrett B. Moritz, Adam D. Gold, Elizabeth M. Taylor, Ross Aronstam & Moritz LLP, Wilmington, DE for respondent.
Case Number: 2022-0344-JTL
Court relied on deal price as corporation's fair market value during appraisal where the price operated as a floor on company value due to errors by the CEO that left value on the table.
Publication Date: 2024-08-13
Practice Area: Mergers and Acquisitions
Industry: Defense | Software | Technology Media and Telecom
Court: Court of Chancery
Judge: Vice Chancellor Glasscock
Attorneys: For plaintiff: Alan D. Albert, Stephen D. Dargitz, O’Hagan Meyer PLLC, Wilmington, DE; Charles M. Sims, C. Quinn Adams, O’Hagan Meyer, PLLC, Richmond, VA for plaintiff.
for defendant: John G. Harris, Berger Harris LLP, Wilmington, DE for defendant.
Case Number: 2022-0959-SG
Court dismissed third-party claims as unable to provide relief if defendants were found liable to plaintiffs, and defendants' counterclaims for their failure to provide the contractually required pre-suit notice.
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Publication Date: 2024-08-13
Practice Area: Mergers and Acquisitions
Industry: Health Care | Investments and Investment Advisory | Manufacturing | Software
Court: Court of Chancery
Judge: Chancellor Adams
Attorneys: For plaintiff: Ronald S. Gellert, Gellert Seitz Busenkell & Brown, LLC, Wilmington, DE; Derek J. Meyer, Prospect Law LLP, Los Angelos, CA for plaintiff.
for defendant: Jacqueline A. Rogers, Potter Anderson & Corroon LLP, Wilmington, DE; Victor L. Hou, Cleary Gottlieb Steen & Hamilton LLP, New York, NY; Nowell D. Bamberger, Cleary Gottlieb Steen & Hamilton LLP, Washington, DC for defendant.
Case Number: 2023-1055-MAA
Court declined to find a breach of merger agreement where seller agreed to impose no specific contractual duties upon the buyer to achieve the milestone for a contingent payment, as the buyer had discretion to exercise business judgment provided its primary purpose was not to defeat the milestone payment.
Publication Date: 2024-08-13
Practice Area: Mergers and Acquisitions
Industry: Investments and Investment Advisory | Pharmaceuticals
Court: Court of Chancery
Judge: Vice Chancellor Cook
Attorneys: For plaintiff: John G. Harris, Halloran Farkas + Kittila LLP, Wilmington, DE for plaintiff.
for defendant: Stephen C. Norman, Jaclyn C. Levy, Emma K. Diver, Potter Anderson & Corroon LLP, Wilmington, DE for defendant.
Case Number: 2022-1053-NAC
Court denied motion to vacate judgment dismissing action to enforce information rights on res judicata grounds where existence of underlying clinical trial data had been known to parties in prior action, where they could have sued to enforce their information rights.
Publication Date: 2024-07-30
Practice Area: Mergers and Acquisitions
Industry: Health Care | Investments and Investment Advisory
Court: Delaware Superior Court
Judge: Judge Rennie
Attorneys: For plaintiff: Carmella P. Keener, Cooch and Taylor, P.A., Wilmington, DE; David W. Asp, Joseph C. Bourne, R. David Hahn, Lockridge Grindal Nauen P.L.L.P., Minneapolis, MN; Anne T. Regan, Nathan D. Prosser, Hellmuth & Johnson PLLC, Edina, MN for plaintiffs.
for defendant: Emily V. Burton, Cheol W. Park, Young Conaway Stargatt & Taylor, LLP, Wilmington, DE; Jan M. Conlin, Heather M. McElroy, Patrick A. Cochran, Ciresi Conlin LLP, Minneapolis, MN for defendant.
Case Number: N23C-09-005 SKR CCLD
Forward-looking projection could constitute actionable fraud where plaintiffs adequately alleged that the projection was a complete fabrication as defendants lacked the data necessary to calculate a reasonable projection and thus likely fabricated the figures underpinning the projection.
Publication Date: 2024-07-23
Practice Area: Mergers and Acquisitions
Industry: Distribution and Wholesale | Pharmaceuticals
Court: Delaware Superior Court
Judge: Judge Davis
Attorneys: For plaintiff: Thomas E. Hanson, Jr., Barnes & Thornburg LLP, Wilmington, DE; Eric Sussman, Denise Lazar, Barnes & Thornburg LLP, Chicago, IL for plaintiffs.
for defendant: John M. Seaman, Florentina D. Field, Abrams & Bayliss LLP, Wilmington, DE; Travis S. Hunter, Richards, Layton & Finger, P.A., Wilmington, DE; Michael J. Payne, Frankel, Rubin, Klein, Payne & Pudlowski, P.C., St. Louis, MO for defendants.
Case Number: N23C-09-011 EMD CCLD
Buyers waived their fraud claims against sellers by averring in a subsequent letter agreement that buyers' losses arose from sellers' breaches of representations and warranties, and buyers failed to file an indemnity lawsuit within the applicable survival period.
Publication Date: 2024-07-16
Practice Area: Mergers and Acquisitions
Industry: Biotechnology | Pharmaceuticals
Court: Court of Chancery
Judge: Vice Chancellor Fioravanti
Attorneys: For plaintiff: Kimberly A. Evans, Lindsay K. Faccenda, Irene R. Lax, Robert Erikson, Block & Leviton LLP, Wilmington, DE; Christopher H. Lyons, Tayler D. Bolton, Robbins Geller Rudman & Dowd LLP, Wilmington, DE; Randall J. Baron, David A. Knotts, Teo A. Doremus, Robbins Geller Rudman & Dowd LLP, San Diego, CA; Brett M. Middleton, Johnson Fistel, LLP, San Diego, CA for plaintiff.
for defendant: Kevin M. Gallagher, Nicole M. Henry, Richards, Layton & Finger, P.A., Wilmington, DE; John F. Sylvia, Kerime S. Akoglu, Mintz, Levin, Cohn, Ferris, Glovsky & Popeo, P.C., Boston, MA; Daniel M. Silver, Benjamin A. Smyth, Sarah E. Delia, Alexandra M. Joyce, McCarter & English, LLP, Wilmington, DE; Meredith Kotler, Mary Eaton, Nicholas A. Caselli, Freshfields Bruckhaus Deringer US LLP, New York, NY for defendants.
Case Number: 2023-0125-PAF
Fiduciary claims against purported controlling stockholder dismissed where plaintiff failed to plead facts demonstrating that stockholder qualified as a controller of the company or exercised transaction-specific control during proposed sale of company via tender offer.
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