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Mayer Brown

Delaware Law Alert: Chancery Court Applies Conditional Probability to Calculate Damages in Earnout Dispute

Mayer Brown on

A recent Delaware Chancery Court opinion offers a significant example of how courts may apply complex probability analysis to determine the amount of damages in an earnout dispute. The case arose from Alexion Pharmaceuticals,...more

Allen Matkins

Nevada Bill Would Expressly Allow Directors To Approve Documents In "Preliminary Form"

Allen Matkins on

Almost one year ago, Chancellor Kathaleen St. J. McCormick ruled that a board of directors of a Delaware corporation must at a "bare minimum" approve an "essentially complete" version of the merger agreement.   Sjunde...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2024

Skadden, Arps, Slate, Meagher & Flom LLP on

In this issue, we explore ongoing corporate law issues involving controlling stockholders, with significant decisions anticipated from the Delaware Supreme Court in 2025; the rise in litigation over earnout provisions in...more

Cadwalader, Wickersham & Taft LLP

The Delaware General Assembly Approves Amendments to the DGCL – Effective August 1, 2024

Cadwalader, Wickersham & Taft LLP on

On June 20, 2024, the Delaware General Assembly passed legislation to amend certain provisions of the Delaware General Corporation Law (“DGCL”) in order to address recent decisions of Delaware’s Court of Chancery and bring...more

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