by EHabbart | Nov 12, 2018 | Law Updates, LU18
In Akorn, Inc. v Fresenius Kabi AG, C.A. No. 2018–0300–JTL, the Chancery Court permitted a buyer to terminate a merger agreement including language to the effect that disproportionate industry effects should be taken into account in determining whether there had been...
by EHabbart | Nov 12, 2018 | Law Updates, LU18
In Almond et al. v. Glenhill Advisors LLC, C.A. No. 10477-CB, the Chancery Court denied post-trial claims challenging a series of transactions leading to the acquisition of a company. Prior to the acquisition, the certificate of incorporation was amended to implement...
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...
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...
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...
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...