Merger agreements entered into by Delaware corporations commonly include fiduciary out provisions in order to satisfy director fiduciary duty requirements to secure the best value reasonably available to stockholders under...more
A common provision in merger agreements is denial of the right of non-parties to the agreement to assert third-party beneficiary claims. The use of this provision left open the question whether stockholders of a disappearing...more
On May 29, 2019 in Shareholder Representative Services, LLC v. RSI Holdco, LLC, the Delaware Court of Chancery, by giving effect to a merger agreement provision, reemphasized the guidance it gave in Great Hill Equity Partners...more
The Delaware Court of Chancery has ruled that a party to a merger agreement validly terminated the agreement after the out-date passed when the other party failed to give notice that it extended the agreement even though the...more
Post-signing “go-shop” processes first appeared in 2004 as an alternative to the traditional sale process for public companies. As one way to satisfy its “Revlon duty” to get the best price in the sale of the company, the...more
Two year-end decisions by the Delaware Court of Chancery provide practical guidance for mergers and other transactions, one on the meaning of “commercially reasonable efforts” and other commonly used standards of efforts and...more
The Delaware courts have long prided themselves on the contractarian character of their approach to interpreting and enforcing agreements. In the M&A context, this has meant holding parties to the transaction they agreed to...more