Court declined to enjoin contractual alternative dispute resolution process where parties agreed to submit validity of post-closing cap-ex budget to independent consultant for expert review, where consultant was empowered to conduct independent analysis of company's financial records.

Court declined to dismiss fraud claims in connection with stock purchase agreement where buyer adequately pled that defendant controllers were in a position to know of the fraudulent nature of seller's financials and where the company's alleged unlawful bookkeeping practices violated representations and warranties in the SPA.

Court found no need for judicial interpretation where parties' dispute over working capital calculation merely involved a GAAP issue, and thus the dispute was properly resolved by an independent accountant under the parties' contractual dispute resolution provision.

Court declined to dismiss non-exculpated fiduciary claims where defendants had a clear conflict of interest between continuing to operate the company or sell it and receive a valuable termination payment.

Court denied certification of direct appeal of bankruptcy order to the Third Circuit where the order did not announce a per se rule or conflict with settled precedent.

Court held buyer equally liable for seller's officers' breaches of fiduciary duties where buyer's culpability arose from its breaches of its contractual obligations under a standstill agreement with the seller.

Employment agreements' statement of parties' agreement to arbitrate claims generally and reference to AAA created presumption of parties' intention to delegate questions of substantive arbitrability to the arbitrator.

Plaintiffs could not exercise attorney-client privilege over sell-side emails where the merger agreement expressly contemplated that privilege would remain with the sellers, including defendants.

Plaintiff was not entitled to books and records where record supported finding that parties had failed to reach agreement on essential terms to induct plaintiff as a partner and continued to regard him as an employee.

Although the Delaware General Corporation Law only required a corporate board to approve and recommend an essentially complete version of a merger agreement, the draft version approved by defendants failed to meet this standard by omitting key terms and ancillary documents repeatedly referenced throughout the agreement.