A recent Chancery opinion addressed several key legal principles with broad application to corporate and commercial litigation in Delaware. In Nguyen v. Barrett, C.A. No. 11511-VCG (Del. Ch. Sept. 28, 2016), the court addressed several notable topics in connection with claims challenging a merger agreement.

For example, the court explained what was needed to successfully defend a Rule 12(b)(6) motion when trying to rebut the business judgment rule and trying to overcome the exculpatory provisions of DGCL Section 102(b)(7). See Slip op. at 12-14.

In addition, the court discussed the standards of review that apply to disclosure claims made prior to, and after, closing–as well as related nuances and consequences regarding the timing of those claims.