Clients with major transactions routinely face shareholder and other litigation seeking to block or enforce a deal. As experienced and business-savvy litigators, we are able to fend off many such cases, often breaking new legal ground in the process.
Publications
Delaware Supreme Court Affirms Two-Condition MFW Roadmap to Obtain Business Judgment Review of Controller Transactions
The Delaware Supreme Court recently affirmed that the framework set forth in Kahn v. M & F Worldwide Corp. remains the only path to invoke business judgment review in self-interested controller transactions and clarifies the need to ensure the independence of each special committee member.
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Delaware Court of Chancery Holds That Activision Merger Approval Process Violated DGCL
The Delaware Court of Chancery recently declined to dismiss claims that common market practices used by the Activision Blizzard, Inc., board in approving its merger agreement with Microsoft Corporation resulted in a Delaware General Corporation Law violation.
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Scott Barshay and Andrew Gordon to Speak at 36th Annual Tulane Corporate Law Institute
Corporate partner Scott Barshay and litigation partner Andrew Gordon will participate in panel discussions as part of Tulane University’s 36th Annual Corporate Law Institute conference.
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Delaware M&A Quarterly: Spring 2024
In this issue of the Paul, Weiss Delaware M&A Quarterly, we discuss several decisions of significance to the M&A practice issued during the first quarter of 2024.
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Ability to Take High-Stakes Cases to Trial Distinguishes Paul, Weiss in Delaware, Partners Tell Law360
Litigation partners Andrew Gordon, Jaren Janghorbani and Andy Bouchard spoke with Law360 in a feature on Paul, Weiss’s Delaware practice.
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Delaware Court of Chancery Holds That Controllers May Owe Fiduciary Duties When Exercising Stockholder Rights
The Delaware Court of Chancery recently clarified that, when exercising stockholder rights to alter a corporation’s status quo, controllers owe duties not to harm the corporation or its minority stockholders intentionally or through gross negligence.
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Delaware Courts Provide Guidance on Advance Notice Bylaws
Recent decisions by the Delaware Court of Chancery upheld two companies’ boards’ enforcement of advance notice bylaws to prevent activist nominees from standing for election but invalidated some advance notice bylaw provisions because of their overbreadth or ambiguity. The court found those bylaws to be unreasonable under an enhanced scrutiny standard the Delaware Supreme Court articulated last year.
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CDK Global Defeats Motion to Enjoin $8.3 Billion Merger With Brookfield
Paul, Weiss secured the denial of a preliminary injunction motion seeking to halt the $8.3 billion merger between CDK Global, Inc. and Brookfield.
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Delaware Court of Chancery Questions Enforceability of Con Ed Provisions
The Delaware Court of Chancery recently addressed the enforceability of merger agreement provisions related to the recovery of lost-premium damages by the target. The opinion suggests that while Delaware courts will likely not permit the target to recover lost-premium damages for itself or on behalf of stockholders, target stockholders themselves would have that right in certain circumstances.
» moreAwards & Recognition
Paul, Weiss Named a Law360 2022 “Regional Powerhouse” in Delaware
Law360 recognized Paul, Weiss as a 2022 “Regional Powerhouse” in Delaware for its pivotal work handling some of the biggest, most high-profile matters in the state.
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Nuance Wins Dismissal of Shareholder Suit Stemming from $19.7 Billion Sale to Microsoft
Paul, Weiss secured the dismissal of a shareholder lawsuit and related motion for attorneys’ fees brought in connection with Microsoft’s proposed acquisition of our client, Nuance Communications, Inc., a provider of speech and imaging software.
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QAD Defeats Preliminary Injunction Against Shareholder Vote in Challenge to Thoma Bravo Merger
Representing a special committee of the board of QAD Inc., Paul, Weiss fended off a stockholder’s preliminary injunction motion seeking to block a shareholder vote on QAD’s $2 billion merger with private equity firm Thoma Bravo.
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Goldman Sachs Wins Dismissal of Aiding and Abetting Claim in Delaware Chancery Court
Paul, Weiss won a victory for Goldman Sachs at the Delaware Court of Chancery, when Vice Chancellor Joseph R. Slights III dismissed a claim that Goldman aided and abetted breaches of fiduciary duty in its role as a financial advisor to Genomic Health, Inc.
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Citigroup Wins Dismissal of Aiding and Abetting Claim In Delaware Chancery Court
Paul, Weiss won the dismissal of a claim that our client, Citigroup, aided and abetted alleged breaches of fiduciary duty in its role as a financial advisor to Tesaro, an oncology-focused biopharmaceutical company.
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Symbiont Wins Victory and $70 Million Damages Award in Delaware Chancery Court
Paul, Weiss secured a resounding victory for Symbiont.io, Inc. in its lawsuit against Ipreo Holdings, LLC, IHS Markit Ltd. and certain of their affiliates in the Delaware Court of Chancery.
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