In Faiz Khan and Ralph Finger v. Warburg Pincus, LLC et al., the Delaware Court of Chancery held that the implied covenant of good faith and fair dealing was not applicable to a private equity sponsor’s amendment of a limited...more
5/30/2025
/ Acquisition Agreements ,
Business Litigation ,
Contract Disputes ,
Contract Terms ,
Corporate Sales Transactions ,
Covenant of Good Faith and Fair Dealing ,
Delaware ,
Fiduciary Duty ,
Implied Covenants ,
Investment ,
Limited Liability Company (LLC) ,
Merger Agreements ,
Minority Shareholders ,
Private Equity
In Seavitt v. N-able, Inc., the Delaware Court of Chancery held that certain governance rights granted to a corporation’s significant stockholders were statutorily invalid. This included a provision purporting to allow those...more
In a recent order, the Delaware Court of Chancery “reluctantly” confirmed an arbitrator’s award arising from a post-closing purchase price adjustment dispute between a seller of a chain of grocery stores and a private equity...more
6/5/2024
/ Acquisition Agreements ,
Arbitration ,
Arbitration Awards ,
Arbitrators ,
Business Disputes ,
Buyers ,
Corporate Counsel ,
Debt ,
Private Equity ,
Purchase Price Adjustment ,
Sellers
In Sjunde AP-Fonden v. Activision Blizzard, Inc., the Delaware Court of Chancery refused to dismiss claims against Activision Blizzard, Inc. (the company) and its board of directors (the board) that the board had violated,...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
Recently, the Delaware Court of Chancery issued a decision regarding restrictive covenant agreements that will likely have an immediate impact on the scope of restrictive covenants in private equity transactions. In the...more
The Rearview Mirror -
Robust multiples and fear that the Biden administration might succeed in passing tax laws resulted in 2021 being one of the busiest years ever in the private equity space. Within the capital markets,...more
2/8/2022
/ Corporate Sales Transactions ,
Diversity and Inclusion Standards (D&I) ,
Environmental Social & Governance (ESG) ,
Health Information Technologies ,
Initial Public Offering (IPO) ,
Investment ,
Investors ,
Life Sciences ,
Private Equity ,
Private Equity Funds ,
Private Funds ,
Representations and Warranties ,
Special Purpose Acquisition Companies (SPACs) ,
Tax Liability
A recent Delaware Supreme Court order affirming the Court of Chancery’s ruling in Alarm.com Holdings, Inc. v. ABS Capital Partners, Inc. provides important guidance for private equity and venture capital firms that seek to...more
2/22/2019
/ Business Opportunity Laws ,
Business Ownership ,
Capital Investments ,
Carve Out Provisions ,
Competition ,
Contract Terms ,
Controlling Stockholders ,
DE Supreme Court ,
Investment ,
Private Equity ,
Waivers