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Business Litigation › Merger Agreements › Fiduciary Duty

Pillsbury Winthrop Shaw Pittman LLP

Delaware Supreme Court Erects a “Formidable Obstacle” to Proving Counterparty Aiding and Abetting Liability in Merger Transactions

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The In re Columbia Pipeline Group Merger Litigation decision clarifies that a buyer may not be found liable for aiding and abetting a seller-side breach of fiduciary duty unless the buyer had actual knowledge—not merely...more

Herbert Smith Freehills Kramer

Delaware Supreme Court reverses acquirer’s aiding and abetting liability, setting high bar, following precedent set by its recent...

Herbert Smith Freehills Kramer on

On June 17, 2025, the Delaware Supreme Court (Court), sitting en banc, reversed a Court of Chancery ruling that had held a bidder liable for aiding and abetting fiduciary breaches of the target’s management....more

Troutman Pepper Locke

Delaware Court of Chancery Allows Amendment of LLC Agreement to Permit Disparate Consideration Where Amendment Provisions Were...

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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

Jones Day

Court of Chancery Grants Rare Motion to Dismiss Suit Governed by Entire Fairness Standard

Jones Day on

The electric vehicle company Canoo went public in a de-SPAC transaction in December 2020. After its stock price fell, a stockholder in the SPAC who chose not to redeem his stock sued the SPAC board and its controller for...more

Farrell Fritz, P.C.

Take the Business Divorce Pop Quiz!

Farrell Fritz, P.C. on

It’s been many years since our last pop quiz for all you business divorce aficionados. Time for another. See how many you get right before you read the answers...more

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