0 results for 'Morris, Nichols, Arsht & Tunnell LLP'
Court recalculated conversion ratio following business combination where inclusion of issued shares regardless of the circumstances of issuance was consistent with the anti-dilutive purpose of the conversion.
Plaintiffs failed to plausibly state a claim of liability against a party for trafficking in plaintiffs' property allegedly wrongfully confiscated by the Cuban government where plaintiffs only asserted threadbare allegations of defendant's participation in the trafficking efforts.
Evidence demonstrated that acquirer intentionally sabotaged development of seller's new technology to avoid making earnout payments, in violation of the merger agreement's requirement to use commercially reasonable efforts and designate the technology as a company priority.
Court enforced contractual specific remedy provision where breaching party offered no persuasive argument for disregarding the clause and ordered the breaching party to perform at the value the warrant to purchase shares had at the time of its breach.
Expert opinion on liability was not unreliable where it detailed how data for comparison was selected, as limited qualitative analysis did not automatically render the opinion unreliable.
Court determined that former officer was obligated to repay advanced legal expenses where he was ultimately convicted on a single racketeering conspiracy charge that included the same alleged predicate racketeering activities as the first indictment, undermining claims of partial success in the criminal prosecution.
Court declined to enforce arbitration provision against nonsignatory plaintiffs where their complaint did not seek to enforce the terms of the contract containing the arbitration clause.
Officer was obligated to reimburse corporation for advancement costs issued in connection with officer's criminal prosecution for actions taken in the course of his duties when that prosecution culminated in his conviction, precluding him from asserting good faith entitlement to indemnification under the Delaware General Corporation Law.
Court granted managing members summary judgment on claim to invalidate purported amended LLC agreement where prior version of agreement expressly excluded non-managing members from taking unilateral actions on behalf of the company or removing managing members without remaining managing members' consent.
Claims connected to the process of calculation and payment fell within scope of parties' limited arbitration clause covering the calculation of payment for acquired company following post-closing true-up.
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