skip to main content

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.

Ěý

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.

» more

Publications

Seventh Circuit Pans Pursuit of Mootness Fees, Urges Further Judicial Scrutiny of "Problematic" Merger Objection Cases

The Seventh Circuit recently issued an opinion in Alcarez v. Akorn, Inc., criticizing the plaintiffs’ bar for pursuing “mootness fees” in merger objection cases—a controversial practice that has been called “no better than a racket” by federal courts.

» more

Publications

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.

» more

Events

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.

» more

Publications

Publications

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.

» more

Publications

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.

» more

Client News

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.

» more

Publications

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.

» more

Awards & 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.

» more

Client News

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.

» more

Client News

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.

» more

Client News

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.

» more

Client News

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.

» more

© 2024 ĐÇżŐ´«Ă˝, Wharton & Garrison LLP

Privacy Policy