Legal News

Fir Tree Value Master Fund, L.P. v. Jarden Corp., No. 454, 2019 (Del. July 9, 2020) - Adding to its appraisal jurisprudence, the Supreme Court of Delaware recently affirmed the use of the unaffected trading price of a public corporation’s stock to determine its “fair value” in the circumstances presented, while clarifying that “it is not often that a corporation’s unaffected market price alone could support fair value.”...By: Morris James LLP

Last summer, we advised that the Pennsylvania legislature was considering a bill that would require all construction industry employers, on both public and private projects, to use the E-Verify program operated by the Department of Homeland Security to determine the eligibility of their employees to work in the United States....By: Cohen Seglias Pallas Greenhall & Furman PC

In re HomeFed Corporation Stockholder Litigation, C.A. 2019-0592-AGB (Del. Ch. July 13, 2020) - This case illustrates that the Court of Chancery will apply the entire fairness standard to review a squeeze-out merger by a controller, if the controller engages in substantive economic discussions before the company has enacted the procedural protections outlined in Kahn v. M & F Worldwide Corp, 88 A.3d 635 (Del. 2014) (“MFW”) that would permit business judgment review. In this case, Jefferies......

Much like everything else in the world, M&A transactions must adjust in order to account for the impact of COVID-19. Arguably the most important feature in any M&A transaction is the purchase price. Set forth below are several practical ways for parties to reach a successful agreement regarding the purchase price despite coronavirus-related uncertainty....By: King & Spalding

The FTI Journal continues its look at opportunities for private equity in distressed M&A given the pandemic-affected economy. Here is a snapshot of food & agriculture. What we ate — and how we ate — before COVID-19 seems like a lifetime ago....By: FTI Consulting

Forescout Tech., Inc. v. Ferrari Grp. Holdings, L.P., C.A. No. 2020-0385-SG (Del. Ch. July 14, 2020) - In the midst of this global pandemic, the Court of Chancery certified an interlocutory appeal to the Delaware Supreme Court to address two unique issues presented by COVID-19: (i) whether the Court could rightly decide to accept trial testimony remotely; and (ii) whether the Court had discretion to decline to compel a witness to travel to Delaware so that the witness may be cross-examined...By...

Warburg Pincus and Martis Capital are merging their respective portfolio companies, Qualifacts and Credible Behavioral Health, according to a news release....By: McGuireWoods LLP

In re Oracle Corp. Derivative Litig., C.A. No. 2017-0337-SG (Del. Ch. July 9, 2020) - After investigating certain potential derivative claims arising out of Oracle Corporation’s acquisition of NetSuite, Inc., and after trying unsuccessfully to settle those claims, Oracle’s Special Litigation Committee (“SLC”) agreed that permitting a derivative plaintiff to pursue those claims was in Oracle’s best interests....By: Morris James LLP

Despite an earlier White House promise to postpone, American and Chinese trade negotiators met via videoconference on Monday to discuss “the status of the trade deal both nations signed in January, a pact that continues to open up some commerce between the world’s largest economies even as the bilateral relationship deteriorates in other areas”....By: Robins Kaplan LLP

Roundpoint Mortgage Servicing Corp. v. Freedom Mortgage Corp., C.A. No. 2020-0161-SG (Del. Ch. July 22, 2020) - To establish an implied contractual obligation pursuant to the implied covenant of good faith and fair dealing, a party must prove that, even though the contract does not state the term at issue, the parties would have agreed to it had they thought to negotiate it at the time of contracting....By: Morris James LLP