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Fiduciary Duty › Merger Agreements › Investment

Troutman Pepper Locke

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

Troutman Pepper Locke on

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

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Signals Heightened Scrutiny of SPAC Boards and Sponsors

Cadwalader, Wickersham & Taft LLP on

The Delaware Chancery Court has issued a decision with major implications for sponsors and directors of Delaware incorporated special purpose acquisition companies (SPACs).  In re MultiPlan Corp. Stockholders Litigation is a...more

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