William Mills at Cadwalader, Wickersham & Taft LLP

Delaware Reaffirms the Limits of Conditions Precedent to an Indemnification Claim in M&A Disputes

The Delaware Supreme Court recently reversed and remanded the decision of the Chancery Court in Thompson Street Capital Partners IV, L.P. v. Sonova Unites States Hearing Instruments, LLC and provided a new framework to assess...more

7/17/2025 / Breach of Contract , Condition Precedent , Contract Disputes , Delaware , Indemnification , Merger Agreements

Delaware Chancery Court Finds Private Equity Majority Owner Not Liable to Minority Investors Where LLC Agreement Waived Fiduciary...

In a recent decision, the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted by minority unitholders in connection with the acquisition of CityMD by VillageMD. In Kahn, et al. v. Warburg Pincus, et...more

6/9/2025 / Breach of Contract , Contract Interpretation , Delaware , Fiduciary Duty , LLC Agreements , Minority Shareholders , Motion to Dismiss , Private Equity , Shareholder Litigation

Delaware Governor Signs Senate Bill 21 into Law, Significantly Amending Delaware Corporate Law

On March 25, 2025, Delaware Governor Matt Meyer signed into law Senate Bill 21, amending Sections 144 and 220 of Title 8 of the Delaware General Corporation Law (DGCL). The legislation responds to recent concerns over...more

3/31/2025 / Board of Directors , Controlling Stockholders , Corporate Governance , Corporate Officers , Delaware , Delaware General Corporation Law , New Legislation , Shareholder Litigation , Shareholders

Legislation Proposed to Amend the Delaware General Corporation Law

On February 17, 2025, a bipartisan coalition of Delaware lawmakers and the Governor proposed legislation that would, if enacted, address issues raised by recent Delaware judicial opinions and reincorporations by high-profile...more

2/28/2025 / Board of Directors , Corporate Governance , Delaware , Delaware General Corporation Law , Directors , Fiduciary Duty , Publicly-Traded Companies , Shareholders

Nasdaq Board Diversity Rules Overturned by US Court of Appeals

On December 11, 2024, in Alliance for Fair Board Recruitment v. SEC, the US Court of Appeals for the Fifth Circuit ruled in a 9-8 vote that the Securities and Exchange Commission’s (SEC) adoption of the Nasdaq board diversity...more

12/23/2024 / Board of Directors , Compliance , Corporate Governance , Diversity , Equal Employment Opportunity Commission (EEOC) , Fourteenth Amendment , Nasdaq , Publicly-Traded Companies , Securities and Exchange Commission (SEC)

Second Circuit Affirms Dismissal of Securities Fraud Class Action Alleging Undisclosed Projections

In Maso Cap. Invs. Ltd. v. E-House (China) Holdings Ltd., No. 22-355 (2d Cir. June 10, 2024), the United States Court of Appeals for the Second Circuit affirmed the district court’s dismissal of a putative securities-fraud...more

9/23/2024 / Class Action , Dismissals , Failure To Disclose , Investors , Mergers , Proxy Statements , Securities Exchange Act of 1934 , Securities Fraud , Securities Litigation , Securities Violations , Shareholders

MFW Framework Inapplicable Where Conflicts Are Not Adequately Disclosed to Stockholders

Following other recent decisions addressing the applicability and scope of Kahn v. M&F Worldwide Corp. (“MFW”), including In re Match Group Inc., Derivative Litigation and Tornetta v. Musk, on May 1, 2024, the Delaware...more

6/12/2024 / Business Judgment Rule , Business Litigation , Corporate Governance , DE Supreme Court , JPMorgan Chase , Merger Agreements , Proxy Statements , Shareholder Litigation , Shareholder Votes , Shareholders

Sjunde AP-Fonden v. Activision Blizzard Inc.: What May be Common May not be Right

In another impactful decision, the Delaware Court of Chancery in Sjunde AP-Fonden v. Activision Blizzard Inc. again stressed the importance of the statutory text of the DGCL to dismiss claims by the plaintiffs alleging that...more

4/18/2024 / Activision , Contract Terms , Delaware General Corporation Law , Merger Agreements , Microsoft , Regulatory Violations , Technology Sector

SEC Commissioner Signals Need to Fulfill Mandate of Sarbanes-Oxley Act and Develop “Minimum Standards” for Lawyers Practicing...

In remarks on March 5, 2022 on PLI’s Corporate Governance webcast, Commissioner Allison Herren Lee of the Securities and Exchange Commission stated that, 20 years after its enactment, it is time to revisit the “unfulfilled...more

6/2/2022 / Administrative Proceedings , Regulatory Reform , Rules of Professional Conduct , Sarbanes-Oxley , SEC Commissioner , Securities and Exchange Commission (SEC) , Securities Litigation , Securities Regulation , Securities Violations

The FCA Consults on UK’s Investor Protection Rules for SPACs

Until the last month, the market in the U.S. for special purpose acquisition company (“SPAC”) IPOs has been booming. For example, in the first three months of 2021, there were 298 IPOs of U.S. SPACs, which raised in aggregate...more

5/19/2021 / Capital Markets , Capital Raising , Initial Public Offering (IPO) , Investment , Special Purpose Acquisition Companies (SPACs) , UK

SEC Adopts Amendments to Management’s Discussion and Analysis and Other Financial Disclosures

On November 19, 2020, the Securities and Exchange Commission adopted final amendments to the disclosure rules affecting Management’s Discussion and Analysis (MD&A) and related financial disclosures....more

12/8/2020 / Corporate Governance , Disclosure Requirements , Environmental Social & Governance (ESG) , Financial Regulatory Reform , Financial Statements , MD&A Statements , Publicly-Traded Companies , Regulation S-K , Regulatory Requirements , Securities and Exchange Commission (SEC) , Securities Regulation

The Delaware Court of Chancery Rejects Termination of Merger Agreement Based on Material Adverse Effect

In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds...more

SEC Proposes Amendments to Modernize Disclosure Requirements

The Securities and Exchange Commission has proposed amendments to the business description, legal proceedings and risk factor disclosures required by registered companies in annual and quarterly reports and registration...more

9/19/2019 / Annual Reports , Deregulation , Disclosure Requirements , Financial Regulatory Reform , Financial Statements , Proposed Amendments , Publicly-Traded Companies , Registration Statement , Regulatory Agenda , Regulatory Oversight , Risk Factors , Rulemaking Process , Securities and Exchange Commission (SEC)

M&A Update: The Delaware Supreme Court’s Decision in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc.- Calculating Fair...

In a decision as notable for its criticisms of the trial court judge as its contributions to Delaware appraisal jurisprudence, the Delaware Supreme Court in Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. reversed...more

4/22/2019 / Appraisal , Arm's Length Principle , DE Supreme Court , Fair Valuation , Financial Transactions , Hewlett-Packard , Market Pricing , Publicly-Traded Companies , Reversal , Stock Prices

Delaware Court of Chancery Strictly Interprets Merger Agreement in Finding That Rent-A-Center, Inc. Properly Terminated Its...

In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Del. Ch. Mar. 14, 2019), Vice Chancellor Glasscock of the Delaware Court of Chancery found that Rent-A-Center, Inc. (“Rent-A-Center”) properly...more

4/4/2019 / Buyouts , Contract Interpretation , Contract Termination , Corporate Counsel , Drop-Dead Rule , Merger Agreements , Retailers

SEC Adopts Final Rules for Disclosure of Hedging Policies

The U.S. Securities and Exchange Commission (the “SEC”) approved a final rule on December 18, 2018 implementing Section 955 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). ...more

2/27/2019 / CD&A , Disclosure Requirements , Dodd-Frank , Final Rules , Financial Transactions , Hedging , Publicly-Traded Companies , Regulation S-K , Securities and Exchange Commission (SEC)

M&A Update: Delaware Supreme Court Clarifies the “Ab Initio” Requirement for Business Judgment Review of Controlling Stockholder...

In Flood v. Synutra Int’l Inc., the Delaware Supreme Court clarified its holding in Kahn v. M&F Worldwide Corp. (“MFW”). ...more

11/5/2018 / Breach of Duty , Business Judgment Rule , Class Action , Controlling Stockholders , DE Supreme Court , Fiduciary Duty , Going-Private Transactions , Motion to Dismiss , Void ab initio

M&A Update: Akorn Falls Far from the Tree: Delaware Chancery Court Finds a “Material Adverse Effect” for the First Time in Akorn,...

On October 1, 2018, the Delaware Court of Chancery found in Akorn, Inc. v. Fresenius Kabi AG, et al. that Fresenius was entitled to terminate its merger agreement with Akorn. ...more

10/26/2018 / Contract Termination , EBITDA , Food and Drug Administration (FDA) , Fresenius , Material Adverse Effects , Merger Agreements , Pharmaceutical Industry , Representations and Warranties

M&A Update: The Importance of a High-Quality Sales Process in Determining the Outcome of an Appraisal Proceeding

Two recent decisions by the Delaware Court of Chancery underscore that the outcome of an appraisal proceeding often will turn on the quality of a company’s sale process. ...more

8/9/2018 / Appraisal , Business Valuations , Fair Value Standard , Selling a Business

Delaware Chancery Court Finds Elon Musk May Be Controlling Stockholder of Tesla Motors

On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”)....more

4/16/2018 / Board of Directors , Breach of Duty , Business Litigation , Controlling Stockholders , Elon Musk , Entire Fairness Standard , Fiduciary Duty , Minority Shareholders , Motion to Dismiss , Popular , Shareholder Litigation , SolarCity , Tesla

William Mills

Cadwalader, Wickersham & Taft LLP

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