Posted on November 3, 2008 by Francis G.X. Pileggi

Summary Judgment Granted On Earnout Provisions of Merger Agreement

Comet Systems, Inc. v. Miva, Inc., (Del. Ch., Oct. 22, 2008), read opinion here. This Chancery Court opinion involves the interpretation of an earnout provision and a change-of-control bonus in a merger agreement. The Court's own introductory overview of the the factual background and the issue addressed is the most... Continue Reading...
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Posted on August 18, 2008 by Francis G.X. Pileggi

Professor Bainbridge: Delaware Legislature Should Revisit DGCL Section 102 (b)(7)

Professor Stephen Bainbridge muses here about the recent Ryan v. Lyondell decision by the Delaware Chancery Court, summarized here, as well as insights by Professor Gordon Smith (who views the decision as predictable), and suggests that it is time for the Delaware Legislature to revisit DGCL Section 102(b)(7) to, among... Continue Reading...
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Posted on July 31, 2008 by Francis G.X. Pileggi

Major Decision by Chancery Court on Corporate Law Aspects of Mergers and Acquisitions

In Ryan v. Lyondell Chemical Company, (Del. Ch., July 29, 2008), read opinion here, the Delaware Chancery Court rendered a decision that is "must reading" for anyone who needs to know the latest developments in Delaware corporate law involving mergers and acquisitions. One reason why this case will attract a... Continue Reading...
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