Note The Difference Between Preliminary Discussions And Negotiations In The Context Of MFW Requirements

by EHabbart | Nov 12, 2018 | Law Updates, LU18

In Olenik v. Lodzinski, C.A. No. 2017-0414-JRS, a controlling stockholder conducted discussions with a target for approximately nine months before making a formal offer. As a result, the plaintiffs argued that the controlling stockholder failed to meet the...

When Common Law Fiduciary Duties Are Unambiguously Eliminated In A Limited Partnership Agreement, Recourse Against The General Partner Is Limited To Breach Of Contract Claims

by EHabbart | Nov 12, 2018 | Law Updates, LU18

In Wenske et al. v. Blue Bell Creameries, Inc., C.A. No. 2017-0699-JRS, the limited partnership agreement required the general partner to “use its best efforts to conduct…business…in accordance with sound business practices in the [dairy industry]”.  When bacterial...

Parent Of Buyer Is Not Responsible To Seller For Obligations Unless The Agreement Includes Such Obligation

by EHabbart | Nov 12, 2018 | Law Updates, LU18

In US Ecology, Inc. v. Allstate Power Vac, Inc., C.A. No. 2017-0437-AGB (June 18, 2018), the parent of the seller sued both the buyer and the buyer’s parent for reimbursement of “non-covered payments” after closing. The purchase agreement at issue did not include such...

Two Or More Minority Stockholders Can Together Constitute A Control Group And Trigger Entire Fairness Review

by EHabbart | Nov 12, 2018 | Law Updates, LU18

In In re Hansen Medical, Inc. Stockholder Litigation, C.A. No. 12316-VCMR, stockholders alleged that defendants, two stockholder who collectively owned more than 60% of the company, breached their fiduciary duty when they entered into exclusive stock purchase...

If You Negotiate A Safe Harbor In A Limited Partnership Agreement, Follow Its Procedures!

by EHabbart | Nov 12, 2018 | Law Updates, LU18

In In re Energy Transfer Equity, L.P. Unitholder Litigation, C.A. No. 12197-VCG, the partnership agreement at issue included a provision relating to the use of a conflicts committee to establish the fairness and reasonableness of a conflicted transaction. When the...

An Influential Minority Shareholder May Preclude Application Of The Corwin Presumption

by EHabbart | Nov 12, 2018 | Law Updates, LU18

In In re Tesla Motors, Inc. Stockholder Litigation, C.A. No. 12711-VCS, the Chancery Court considered the status of one of the acquiror’s minority stockholder in an acquisition. The plaintiffs alleged that the minority stockholder was a conflicted controlling...