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Deal parties may be surprised to learn that a term sheet signed as part of early negotiations can, in some circumstances, continue to be binding after the execution of a definitive transaction agreement contemplated by the...more
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
AT A GLANCE - The Delaware Chancery Court has issued a notable opinion that confirms Delaware’s position as a pro-sandbagging jurisdiction and clarifies when damages may be computed using a transaction multiple. We...more
In a significant victory for policyholders, the Delaware Superior Court rejected three insurers' attempts to apply their Directors and Officers Liability ("D&O") policies' so-called "bump-up" exclusion to bar coverage for...more
On April 3, 2023, Vice Chancellor Nathan A. Cook of the Delaware Chancery Court dismissed the breach of contract claims by one pharmaceutical company (the “Seller”) against another (the “Buyer”) in connection with the Buyer’s...more
In an opinion of significance to M&A Practitioners, the Delaware Court of Chancery recently made it clear that Delaware law allows a buyer in an acquisition to “sandbag” a seller if the acquisition agreement allows for...more