Deal Lawyers

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Del. Chancery Addresses Purchase Price Adjustment Provisions

Deal Lawyers

Purchase price adjustment disputes often involve intricate interpretive issues in which the meaning of terms that the parties thought they had agreed upon during the negotiation process becomes hotly disputed. Not infrequently, the parties call upon the Chancery Court to sort things out. Vice Chancellor Will’s decision in Northern Data AG v. Riot Platforms, (Del.

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SPACs are Back (on the Table) at Goldman

Deal Lawyers

ICYMI, last week, Bloomberg reported that Goldman is back in the SPAC market.

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Antitrust: Navigating Vertical Mergers

Deal Lawyers

When the FTC sued to enjoin Microsoft’s acquisition of Activision Blizzard (well-known for its popular Call of Duty video games), it argued that Microsoft would make the game exclusive to Xbox, diminishing competition with Sony’s PlayStation. In a May ruling in FTC v. Microsoft Corp.

Mergers 100
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Fiduciary Duties: Del. Chancery Addresses Exculpation Defense on Remand

Deal Lawyers

In two decisions last spring, the Supreme Court overruled Chancery Court decisions that had dismissed challenges to transactions on the basis that MFW‘s conditions were met.

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Contested Elections: ‘Governance Still Drives Outcomes’

Deal Lawyers

Jasper Street’s latest newsletter highlights notable activist campaigns that went to a vote in May, including those at Phillips 66, WEX, Harley-Davidson, US Steel, and NHI. It shares the following key takeaways from these campaigns: Governance Still Drives Outcomes: ISS’s support for Elliott at Phillips 66 was heavily governance-focused.

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Advance Notice Bylaws: Lessons from Chancery Decision Giving Dissident Second Chance

Deal Lawyers

Late last month, John blogged about the Delaware Chancery Court’s decision in Vejseli v. Duffy, (Del. Ch.; 5/25) in which Vice Chancellor David upheld a board’s rejection of dissidents’ nominees but allowed the dissidents to resubmit their nominations after concluding the board breached its fiduciary duties when it reduced the number of directors up for election.

IT 100
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Del. Chancery Grants Motion to Certify Questions of Constitutionality of SB 21

Deal Lawyers

Shortly after SB 21 was signed into law, John blogged about the possibility of constitutional challenges to the legislation — which soon thereafter became reality.

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