Last week, Vice Chancellor Kathaleen S. McCormick of the Delaware Court of Chancery issued a decision, Shareholder Representative Services LLC v. RSI Holdco, LLC,1 addressing when a selling company's attorney-client privilege relating to the sale of the
Inc., Vice Chancellor Travis Laster granted in part and denied in part six separate motions to dismiss arising from the sale of Foundation Building Materials (the Company) to a subsidiary of American Securities LLC (American).
In Fortis Advisors, LLC v. Allergan W.C. Holding, Inc., Vice Chancellor Morgan Zurn ruled that if a buyer consents to a single shareholder representative structure in a merger agreement, the buyer cannot later compel the individual selling shareholders’ participation in discovery as parties in ...
Articles of Organization means the original documents filed to organize a limited liability company, as amended or restated by certificates of correction, amendment, or merger, by restated articles, or by other instruments filed or issued under any statute. State of Incorporation means Delaware. Merg...
Delaware LLC Act. Chapter 18 of the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101 et seq., as amended.
LLC Agreement Loyalty Majority Stockholder Transaction Majority-of-the-Minority Market Check Master Limited Partnership McWane Doctrine Membership Merger Merger Agreement Merger Consideration Allocation Merger Price as Evidence of Fair Value Mootness
Opportunities LLC v. Lee Enterprises, Inc., 2022 WL 453607, at *9 (Del. Ch. Feb. 14, 2022). 2 conclusion that the bylaws were adopted on an "overcast" rather than a "clear" day. But enhanced scrutiny does not apply to facial challenges, and the trial court's standard is unworkable...
Superior Court CCLD Applies LLC Manager Consent Statute and Addresses a Non-Recourse Provision in an Acquisition Agreement 10.31.24 blog Chancery Finds that Claims Challenging Merger Fail Under Corwin 10.25.24 blog Chancery Breaks With Two Earlier Decisions, Finds That an Integration Clause Does...
SeeCode des sociétés et des associationsof 23 March 2019. For the new regulation of LLCs (société à responsabilité limitéeorSRL), see especially book 5 (Art. 5:1 et seq.) of the mentioned Act. For detailed comparative references on the above subtypes and the legislative evolution pr...
The Court also found that the complaint stated a claim against the Bloodhound directors for breach of fiduciary duty in approving the Merger and the MIP. The Court noted that the complaint did not suggest why defendants would have had a reason to sell Bloodhound if the Merger were not the op...