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In a recent ruling on summary judgment, the court found that Bumble, Inc.’s “identity-based voting” does not violate Sections 212(a) or 151(a) of the Delaware General Corporation Law (the “DGCL”).  Colon v. Bumble, Inc., et al., C.A. No. 2022-0824-JTL.  However, the court left open for another day the question of whether such a governance structure

Previously this blog has discussed the importance of procedural compliance with various transaction structures when the transaction involves controlling or interested parties (see an example here).  For instance, in Kahn v. M & F Worldwide Corp., 88 A.3d 635 (Del. 2014) (“MFW”), the Delaware Supreme Court held that compliance with certain process elements enables

Limited liability companies, as “alternative entities” under Delaware law, enjoy significantly greater freedom in ordering their internal affairs than do corporations.  The contractarian bent of Delaware law is at its height in both the legislative and the judicial treatment of LLCs.  Unlike corporations, LLCs may contract out of fiduciary duties on the part of their

The Annual Survey Working Group of the M&A Jurisprudence Subcommittee, Mergers and Acquisitions Committee, of the ABA Business Law Section reports annually on judicial decisions of significance to mergers and acquisitions (“M&A”) practitioners. The topics covered in the 2023 survey include contractual interpretation, fiduciary duties, and statutory constructs.

The post Annual Survey of Judicial Developments

The path to a mootness fee is well-worn.  A stockholder plaintiff sues alleging that a company’s disclosures or other decisions were inadequate or improper.  The company responds by issuing disclosures or taking actions that moot the plaintiff’s claims.  This, laudably, avoids the expense and distraction of litigation.

The post Magellan Health: A New North Star

In a recent decision, Vice Chancellor Will refused to award expectation damages based on a buyer’s “speculative” synergistic cash flow resulting from a merger.  The opinion demonstrates the rigorous approach that the Delaware Court of Chancery takes to calculating damages related to M&A transactions even with strong evidence of fraud, and offers valuable insight to

A recent Delaware Court of Chancery decision offers an important lesson on the limits of court review of an arbitration award, particularly when parties forego a fully reasoned award. Even though Vice Chancellor Glasscock found that “[t]he arbitration proceeding and the resulting award [were] flawed,” the court refused to overturn the award that appeared to