Alan Goudiss

A&O Shearman

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M&A Watch: Keep Your Hands Off My Privilege! Delaware Revisits Privileged Communications In Private M&A Transactions

In Shareholder Representative Services LLC v. RSI Holdco, LLC, C.A. No. 2018-0517-KSJM (Del. Ch. May 29, 2019), the Delaware Court of Chancery applied guidance from its earlier ruling in Great Hill Equity Partners IV, LP v....more

6/4/2019 / Acquisition Agreements , Acquisitions , Attorney-Client Privilege , Carve Out Provisions , Client Services , Confidential Information , Corporate Counsel , Disclosure Requirements , Mergers , Privileged Communication

M&A Watch: Delaware Resolves Ambiguity Involving Take-Private Transactions

In its recent decision in Arthur Flood v. Synutra International, Inc., et al., No. 101, 2018 opinion (Del. Oct. 9, 2018), the Delaware Supreme Court clarified when an acquisition of a company by a controlling stockholder will...more

10/22/2018 / Acquisitions , Business Judgment Rule , Controlling Stockholders , Corporate Counsel , DE Supreme Court , Mergers , Take-Private Transactions

Who’s the Boss? Minority Stockholders That Exercise Control

In two recent cases, the Delaware Court of Chancery provided informative guidance on when stockholders that hold less than 50% of a corporation’s stock are nevertheless considered to be controlling stockholders. This inquiry...more

4/27/2018 / Acquisitions , Business Judgment Rule , Controlling Stockholders , DE Supreme Court , Fiduciary Duty , Mergers , Minority Shareholders , Shareholder Litigation , Tesla

Purell and Simple: The “Unclean Hands” Doctrine as a Bar to Equitable Relief

Following a well-developed line of precedent, the Delaware Court of Chancery recently declined to grant equitable relief to a party seeking an injunction with respect to non-compete provisions because the requesting party had...more

4/18/2018 / Acquisitions , Breach of Contract , Equitable Relief , Injunctive Relief , Mergers , Non-Compete Agreements , Purchase Agreement

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