The Limits of SPAC Sponsor Earnouts
Introduction SPACs have been widely criticized for their misalignment of sponsor and shareholder interests...
Key Lessons for Interested Directors
Since Corwin v. KKR Financial Holdings LLC, Delaware courts have adhered to the proposition...
Creditor Deemed a Controller by Dint of Its Voting Power
On February 28, 2022, the Court of Chancery of Delaware denied dismissal of a...
Liability When Stockholder’s Merger Consideration is Paid to Hackers
In Sorenson Impact Foundation v. Continental Stock Transfer & Trust Company (Apr. 1, 2022),...
Addressing Market Volatility and Risk in M&A Agreements
Significant volatility continues to disrupt the equity markets, with the major stock indexes swinging...
London – Selling Up Selling Out
Despite volatility in the markets, M&A opportunity is holding strong for privately held technology...
Hell or High Water Provisions in Merger Agreements: A Practical Approach
When a business is being sold, the sellers, regardless of whether it is the...
Austria – Selling Up Selling Out
Despite volatility in the markets, M&A opportunity is holding strong for privately held technology...
Twitter Said to Agree to Give Elon Musk Access to Stream of Tweets
Elon Musk has threatened to pull out of a $44 billion deal for Twitter,...