Determining the Likely Standard of Review Applicable to Board Decisions in Delaware Merger and Acquisition Transactions
Date Posted: 12/19/2014
The standard of review applied by a Delaware judge in a challenged merger and acquisition (M&A) transaction will often have a significant effect on the outcome. In this post, we offer a chart that identifies fact patterns common to Delaware M&A transactions and provides a preliminary assessment of the likely standard of review applicable to transactions fitting such fact patterns.
Date Posted: 6/2/2014
Delaware leads the nation in incorporating Initial Public Offerings (IPOs), according to data reported by the Delaware Division of Corporations in its 2013 Annual Report. In the past year, 83 percent of all U.S. IPOs chose to form their business entities in Delaware.
Date Posted: 3/20/2014
Managing litigation risk is a challenging but essential task for businesses of all types and sizes. A forum selection clause that designates the Delaware courts for resolving disputes can reduce the chance that a commercial or intra-corporate dispute is litigated by opportunistic counterparties before a court or other tribunal that is inconvenient to your business, or that lacks the specialization needed to most effectively resolve the dispute.
Date Posted: 11/21/2013
For decades, business planners have been drawn to Delaware to form business entities. While Delaware’s popularity as a jurisdiction for formation is attributable to a number of factors, most business planners would note the quality of the State’s bench and bar, the entrepreneurial nature of the state government and a General Assembly that is committed to annually updating the business statutes to ensure that they remain state-of-the-art. In 2013, like most years, the Delaware General Assembly passed legislation updating and improving Delaware’s business statutes. One particular legislative change, the adoption of new Section 251(h) to the Delaware General Corporation Law, provides business planners with a new (and novel) way to effect certain corporate mergers.