Acquisitions, Shareholder Litigation, Appeals

Delaware Supreme Court Sets High Bar for Counterparty Aiding and Abetting Liability in M&A Deals

Vinson & Elkins LLP on 6/25/2025

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

Delaware Supreme Court Reaffirms Protection of Arm’s-Length Bargaining

Skadden, Arps, Slate, Meagher & Flom LLP on 6/20/2025

On June 17, 2025, the Delaware Supreme Court reversed a post-trial finding of aiding and abetting liability against a third-party arm’s-length buyer. In doing so, the court built upon another recent decision and reaffirmed...more

Delaware Supreme Court Certifies Constitutional Challenge To SB21 Safe Harbor

A&O Shearman on 6/17/2025

The Delaware Supreme Court has accepted both questions certified by the Delaware Court of Chancery concerning constitutional challenges to the safe harbor provisions implemented by Senate Bill 21 (“SB21”), which became law on...more

Supreme Court Affirms Chancery Rulings in Derivative Litigation Challenging Oracle’s NetSuite Acquisition

Morris James LLP on 5/27/2025

In re Oracle Corp. Deriv. Litig., C.A. No. 2017-0337 (Del. Jan. 21, 2025) - The Supreme Court affirmed the Court of Chancery’s decision in favor of the defendants in a derivative suit challenging Oracle’s acquisition of...more

Developments and Trends in US and Japanese M&A

Skadden, Arps, Slate, Meagher & Flom LLP on 6/4/2019

On May 6, 2019, Skadden hosted the Cross-Border M&A Conference 2019, titled “Developments and Trends in US and Japanese M&A.” Key takeaways from the two panel discussions are summarized below....more

Delaware Supreme Court Affirms Judgment In Favor Of Defendant On The Basis Of Plaintiffs' Failure To Prove Damages

A&O Shearman on 5/22/2019

On May 16, 2019, the Supreme Court of Delaware affirmed a judgment by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery in favor of Potomac Capital Partners II, LP on claims by shareholder plaintiffs that the...more

‘Partial and Elliptical Disclosures’ May Preclude Corwin Doctrine

Skadden, Arps, Slate, Meagher & Flom LLP on 11/29/2018

Under Corwin v. KKR Financial Holdings LLC1 and its progeny, “when disinterested, fully informed, uncoerced stockholders approve a transaction absent a looming conflicted controller,” the irrebuttable business judgment rule...more

Delaware Court Of Chancery Reaffirms Decision That "Fair Value" For Appraisal Was The Unaffected Market Price, Based On Dell And...

A&O Shearman on 5/30/2018

On May 21, 2018, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery reaffirmed the Court’s earlier ruling that the best evidence of the fair value of Aruba Networks, Inc. (“Aruba”) for purposes of appraisal in...more

New York Appellate Division Revives Non-Monetary Class Action Settlement in M&A Class Action with Revised Standard of Review

Sheppard Mullin Richter & Hampton LLP on 3/3/2017

In Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 WL 442871 (N.Y. App. Div. Feb. 2, 2017), the Appellate Division of the Supreme Court of the State of New York, First Judicial Department (the “First Department”),...more

First Department Adds Two New Factors to New York’s Standard of Review for Non-Monetary Settlements of Shareholder Class Actions

Patterson Belknap Webb & Tyler LLP on 2/13/2017

On February 2, 2017, the Appellate Division, First Department issued a unanimous decision in Gordon v. Verizon Communications, Inc., No. 653084/13, 2017 BL 31251 (1st Dep’t Feb. 2, 2017) that may have significant consequences...more

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