As changing market conditions and geopolitical risks continue to pose challenges for dealmakers, it can be difficult to identify and capitalize on opportunities. In this series, members of Troutman Pepper's Private Equity...more
As changing market conditions and geopolitical risks continue to pose challenges for dealmakers, it can be difficult to identify and capitalize on opportunities. In this series, members of Troutman Pepper's Private Equity...more
It is well known that the Delaware General Corporation Law (DGCL) provides that a majority of the voting power of all stockholders entitled to vote is required for a Delaware corporation to take certain fundamental actions,...more
A recent decision by the Delaware Court of Chancery makes clear that extra-contractual fraud claims may only be eliminated through explicit anti-reliance provisions, not through other contractual mechanisms, such as exclusive...more
On September 13, the Delaware Supreme Court issued a decision in Manti Holdings LLC v. Authentix Acquisition Co., confirming the enforceability of appraisal waivers by private contract so long as the stockholders agreeing to...more
Whether a stockholder of a corporation or member of a limited liability company (LLC) is a controlling stockholder or member often has a significant impact on breach of fiduciary duty actions, including those arising out of...more
In In re Mindbody, Inc. Stockholders Litigation, the Delaware Court of Chancery declined to dismiss breach of fiduciary duty claims against the chief executive officer of MINDBODY, Inc. (the Company) arising out of the...more
10/6/2020
/ 10b5-1 Plans ,
Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
CEOs ,
Corwin Doctrine ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Private Equity Firms
A recent decision by the Delaware Supreme Court emphasizes the importance of fully disclosing material director and officer conflicts of interest in connection with proposed M&A transactions. Indeed, as the Court’s ruling...more
7/9/2020
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Conflicts of Interest ,
DE Supreme Court ,
Disclosure Requirements ,
Fairness Standard ,
Fiduciary Duty ,
Fraud ,
Mergers ,
Shareholder Litigation ,
Standard of Review