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Mergers › Breach of Contract › Business Litigation

Segal McCambridge

Key Business Litigation & Transaction Trends Every Executive Must Know in 2025

Segal McCambridge on

As we continue to navigate 2025, business leaders face an increasingly complex legal landscape shaped by technological advancements, evolving regulations, and dynamic market conditions. Understanding these emerging trends is...more

Mayer Brown

Delaware Law Alert: Court of Chancery Orders Specific Performance in Acquisition of a Company Approaching Insolvency

Mayer Brown on

On March 24, 2025, Chancellor Kathaleen McCormick of the Delaware Court of Chancery issued a post-trial opinion in Desktop Metal, Inc. v. Nano Dimension Ltd.,1 ordering the parties to comply with a merger agreement and close...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

Cadwalader, Wickersham & Taft LLP

Delaware Chancery Court Enforces Specific Performance and Forces Merger to Close

Cadwalader, Wickersham & Taft LLP on

A recent decision of the Delaware Court of Chancery reinforces the importance of deal certainty, particularly when it comes to efforts-based covenants in merger agreements. In Desktop Metal Inc. v. Nano Dimension Ltd., the...more

Goodwin

Massachusetts Superior Court BLS Finds No Duty To Disclose Alleged Preliminary Merger Discussions

Goodwin on

Massachusetts Superior Court BLS Finds No Duty to Disclose Alleged Preliminary Merger Discussions, Northern District of California Declines to Dismiss Oracle Fraud Class Action Suit, SCOTUS Hears Oral Argument in Goldman...more

Jones Day

"Serious Irregularity" in Bank Merger Matter Triggers English Commercial Court's Award Set-Aside

Jones Day on

The Situation: A bank owner and an investor entered into an agreement in which the investor would provide the funds necessary for a merger of two banking entities in return for a minority interest in the acquired bank. The...more

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