The Delaware Supreme Court’s June 17, 2025 decision in In re Columbia Pipeline Group Merger Litigation reversed a $199 million damages award against TC Energy for aiding and abetting breaches by fiduciaries of Columbia...more
6/25/2025
/ Acquisitions ,
Aiding and Abetting ,
Appeals ,
Breach of Duty ,
CEOs ,
CFOs ,
Corporate Counsel ,
Corporate Governance ,
DE Supreme Court ,
Delaware ,
Delaware General Corporation Law ,
Fiduciary ,
Fiduciary Duty ,
Merger Agreements ,
Mergers ,
Securities Litigation ,
Shareholder Litigation
The Wall Street Journal reported on January 31, 2025, that Meta Platforms Inc. (formerly Facebook) (NASDAQ: META) was considering a change of its state of incorporation from Delaware to Texas. Shortly afterward, the Delaware...more
In recent months, the Delaware Court of Chancery has decided four significant cases regarding merger agreement earnout provisions. Most notably, in one of the largest judgments ever awarded by the Court, it found Johnson &...more
10/22/2024
/ Breach of Contract ,
Buyers ,
Commercially Reasonable Efforts ,
Damages ,
Delaware General Corporation Law ,
Earn-Outs ,
Johnson & Johnson ,
Merger Agreements ,
Mergers ,
Securities ,
Shareholders
The newly-adopted Texas Business Courts open in September 2024. These courts will bolster the Texas judicial system by adding an efficient court that specializes in large commercial business disputes. ...more
Thursday, in a much anticipated decision, the Delaware Supreme Court held in In re Match Group, Inc. Derivative Litigation1 that every member of a special committee must be independent in order to satisfy the MFW2 framework...more