Significant 2017 Decisions Affecting Private M&A: Part 1

By Nicholas O’Keefe, Edward Deibert, Ronald Levine II, Michael Isaacs, Alexa Jones, Brandon Hauver and Evan Leitch (January 19, 2018, 1:47 PM EST) -- The following is a review of significant Delaware and other key state court decisions relating to private mergers and acquisitions and disputes. The eight decisions discussed in this three-part series were issued in 2017 and provide important guidance on several aspects of the M&A process. Some of the decisions concern drafting points, such as working capital adjustments and fraud carveouts, while others address the fiduciary duty implications of action by controlling stockholders and governance matters. The final decision, from a Texas court and to be discussed in part 3, is a reminder of the risks of being deemed to have formed...

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