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Breach of Contract › Private Equity

Alston & Bird

Exit Means Exit: Lessons in Directors’ Duties, Unfair Prejudice, and Good-Faith Obligations Under English Law

Alston & Bird on

Our Financial Services Litigation Group examines an English Court of Appeal decision that highlights the need for company directors to fully understand and abide by the exit provisions in their shareholders’ agreements under...more

Cadwalader, Wickersham & Taft LLP

Alleged Standstill Breaches Result in $45 Million Settlement in Cornerstone Take Private Deal

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The Delaware Chancery Court recently approved a $45 million settlement in connection with a take-private transaction involving the acquisition of Cornerstone Building Brands (Cornerstone) by its then-controlling stockholder,...more

Ropes & Gray LLP

Key Takeaways Related to Oregon’s New CPOM Law

Ropes & Gray LLP on

On June 9, 2025, Governor Kotek signed Senate Bill 951, An Act Relating to the Practice of Health Care (“SB 951”), into law. This law strengthens Oregon’s existing Corporate Practice of Medicine (“CPOM”) restrictions by...more

Cadwalader, Wickersham & Taft LLP

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

Cadwalader, Wickersham & Taft LLP on

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

Pillsbury - Internet & Social Media Law Blog

Taylor’s Version: A “Mastermind” in IP Ownership

Pillsbury - Internet & Social Media Law Blog on

After years of contractual entanglements, public disputes and strategic reinvention, Taylor Swift has achieved something few global recording artists have: She now owns the master recordings of her entire musical catalog....more

Farrell Fritz, P.C.

The Forfeited Equity Trap: Why Your Non-Compete Might Be Worthless

Farrell Fritz, P.C. on

Imagine you’re a private equity firm. You buy a company, and you want to retain and incentivize key employees, so you give them some equity in the form of incentive units.  You also want to prevent them from running off and...more

Morris James LLP

Chancery Rejects Attempt to Disguise Breach of Fiduciary Duty Claim Where LLC Agreement Waived All Traditional Fiduciary Duties

Morris James LLP on

Delaware permits the elimination of fiduciary duties in limited liability company agreements. Notwithstanding, and just like in any other contract, parties to a limited liability company agreement are still subject to the...more

Morris James LLP

Court of Chancery Endorses Default Pro-Sandbagging Stance in Representation and Warranty Litigation

Morris James LLP on

In the M&A context, the term “sandbagging” refers to one party asserting a claim based on a representation made in connection with the transaction despite knowing or having had reason to know pre-closing that the...more

Vinson & Elkins LLP

Delaware Court of Chancery Dismisses Claims Relating to Sale of Company Against Private Equity Majority Owner

Vinson & Elkins LLP on

In the latest instance of a private equity seller vindicating contractual rights in the Delaware Court of Chancery, on April 30, Vice Chancellor Lori W. Will rejected attempts by minority LLC members in urgent care provider...more

Mayer Brown

Delaware Law Alert: Chancery Court Dismisses Challenge to Elimination of Tag-Along Rights in Private Equity-Backed Healthcare...

Mayer Brown on

A recent Delaware Chancery Court decision provides important guidance for private equity sponsors, minority investors, and deal professionals regarding the enforceability of contractual waivers and the limits of the implied...more

Farrell Fritz, P.C.

Business Appraiser Liability? That’s a New One.

Farrell Fritz, P.C. on

We’ve written about accountant liability. We’ve written about bookkeeper liability. A carefully crafted complaint can state viable claims for either. But business appraiser liability?...more

Mayer Brown

Delaware Law Alert: Chancery Court Clarifies Delaware’s Position on Sandbagging and the Use of a Transaction Multiple to Calculate...

Mayer Brown on

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

Mayer Brown

Subscription Credit Facilities: The Importance of an Investor’s Agreement to Fund Without “Setoff, Counterclaim or Defense”

Mayer Brown on

EXECUTIVE SUMMARY - Subscription credit facilities rely on the obligations of investors to a private investment fund (“Fund”) to contribute their capital commitments to the Fund when called. From a subscription credit...more

Morgan Lewis - Power & Pipes

Real-World Litigation Impacts of Contract Clauses in Energy Contracts: The Power of Merger Clauses

Morgan Lewis - Power & Pipes on

If you’ve ever been involved in negotiating a contract, whether for the provision of services or a $200 million energy transaction, you’ve likely seen a merger clause. They are typically universal in their use and, while the...more

Farrell Fritz, P.C.

A Bumper Crop: Cannabis Meets Business Divorce

Farrell Fritz, P.C. on

Unless you’ve been living under a rock, you’ve probably heard that a little over two months ago, New York State Governor Andrew M. Cuomo signed legislation reform advocates and stoners alike have dreamt of for decades,...more

Fenwick & West LLP

Growth Equity: Who is in Control?

Fenwick & West LLP on

As I discussed in an earlier article, growth equity (or growth capital) resides on the continuum of private equity investing at the intersection of venture capital and control buyouts. Growth capital is designed to facilitate...more

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