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Articles by Adi Herman
Herbert Smith Freehills Kramer advises Acoustic, L.P. in sale of its DemandTec business to Longshore Capital Partners
News Deals and Cases Herbert Smith Freehills Kramer advised Acoustic, L.P. in the sale of its DemandTec business, a pioneer in AI-powered pricing, promotions and markdown optimization technology, to Longshore Capital Partners. The deal, the terms of which are confidential, was announced on September 4, 2025. DemandTec will operate as a standalone company under the existing leadership team.
Corporate Governance: 2024 Year-End Review
As 2025 begins, we cover several significant corporate governance developments that occurred in the second half of 2024 and since our Corporate Governance: 2024 Midyear Review was published in August. We first highlight whirlwind decisions resulting in the stay of the implementation of the Corporate Transparency Act (CTA).
Corporate/Commercial Law
On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance community. These amendments were predominantly intended to reverse three recent decisions of the Delaware Court of Chancery and aim to provide more predictability to certain corporate practices and processes resulting from these decisions. The amendments are effective Aug.
Delaware Governor Signs Into Law Amendments to Delaware’s General Corporation Law
On July 17, 2024, Delaware Governor John Carney signed into law amendments to the Delaware General Corporation Law (DGCL) from Senate Bill 313 that had sparked considerable controversy within the corporate law and governance community. These amendments were predominantly intended to reverse three recent decisions of the Delaware Court of Chancery and aim to provide more predictability to certain corporate practices and processes resulting from these decisions. The amendments are effective Aug.
R&W Case Alert: Fraud-Based Claims Against Private Equity Firms
In recent years, private equity (PE) firms have bought and sold more businesses, at higher prices, than ever before. This growth has raised the stakes for all parties. For sellers, in particular, bigger deals mean the claims buyers may bring after closing pose greater risk. Sellers have worked hard to manage this risk.
Sandbagging: A Primer | JD Supra
What Is Sandbagging? In the 19th century, “ruffians roamed the streets” and robbed “unsuspecting victims” using a tactic knowing as “sandbagging”: They wielded “ostensibly harmless socks” that were in fact “filled with sand and used as weapons.” [1] Today, sandbagging has a different — and, thankfully, less violent — meaning. It describes a buyer that asserts a claim for breach even though it knew, or had reason to know, before the deal closed that a representation was untrue.
Sandbagging: A Primer
What Is Sandbagging? In the 19th century, “ruffians roamed the streets” and robbed “unsuspecting victims” using a tactic knowing as “sandbagging”: They wielded “ostensibly harmless socks” that were in fact “filled with sand and used as weapons.” [1] Today, sandbagging has a different — and, thankfully, less violent — meaning. It describes a buyer that asserts a claim for breach even though it knew, or had reason to know, before the deal closed that a representation was untrue.
Once More Unto the (Material) Breach: Twitter Sues Elon Musk to Enforce Agreement | JD Supra
July 21, 2022 Abbe Dienstag, Alan Friedman, Adi Herman, Daniel Ketani, Ernest Wechsler Kramer Levin Naftalis & Frankel LLP + Follow x Following x Following - Unfollow Contact To embed, copy and paste the code into your website or blog: On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase Twitter. Twitter, Inc. v.
Once More Unto the (Material) Breach: Twitter Sues Elon Musk to Enforce Agreement
On July 12, 2022, Twitter, Inc. sued Elon Musk and certain of his special purpose entity affiliates in the Delaware Court of Chancery, seeking specific performance to force Mr. Musk to close on his agreement to purchase Twitter. Twitter, Inc. v. Musk, C.A. No. 2022-0613 (Del. Ch.).
SEC Proposes New Rules For SPAC IPOs And SPAC Business Combinations
United States: SEC Proposes New Rules For SPAC IPOs And SPAC Business Combinations 13 April 2022 by Christopher S. Auguste , Michael Dell , Alan Friedman , Adi Herman , Tobias B.
Delaware Supreme Court Holds That Seller’s Changes to Operations Because of COVID-19 Breached the Ordinary Course Covenant and Relieved Buyer of Its Obligation to Close
On Dec. 8, 2021, the Delaware Supreme Court in AB Stable VIII LLC v. MAPS Hotels and Resorts One LLC, No. 71, 2021 (Del. Dec. 8, 2021) affirmed the holding of the Court of Chancery that seller breached the ordinary course covenant in the parties’ sale agreement by making operational changes in response to COVID-19 inconsistent with its past practice, relieving buyer of its obligation to close.
ULASAN RINGKAS SIRI ANIME : JUJUTSU KAISEN (MUSIM PERTAMA)
Kalau diikutkan aku sudah dikira agak lewat untuk memulakan tontonan terhadap anime ini. Siri anime ini sudah pun mula ditayangkan pada 3 Oktober 2020 dan berakhir pada 27 Mac 2021 melalui beberapa saluran seperti channel JNN di Jepun dan beberapa channel anime rasmi di YouTube seperti Crunchyroll dan MAPPA. Untuk siri anime yang bergenre Shonen dan petualangan sebegini, aku lebih suka jika ianya sudah selesai sehingga ke penghabisan musimnya, barulah seronok untuk aku menonton secara marathon.
Sustained or Transitory? Delaware Court of Chancery Finds No MAE Absent Proof of Durationally Significant Effect on Business | JD Supra
Prior to the Delaware Court of Chancery’s opinion in Akorn, Inc. v. Fresenius Kabi AG, C.A. No. 2018-0300-JTL, 2018 WL 4719347 (Del. Ch. Oct. 1, 2018), aff’d 198 A.3d 724 (Del. 2018), no Delaware court had found the existence of a material adverse effect (MAE) warranting the termination of a merger.
ULASAN RINGKAS SIRI ANIME : HIGEHIRO - AFTER BEING REJECTED, I SHAVED AND TOOK IN A HIGH SCHOOL RUNAWAY (2021)
Siri anime "Higehiro : After Being Rejected, I Shaved And Took In A High School Runaway" ataupun dalam sebutan Jepun nya "Hige Wo Soru, So Shite Joshikousei Wo Hirou" merupakan sebuah karya yang berasal dari novel ringan hasil tulisan Shimesaba. Bagi versi anime pula, siri ini mula disiarkan pada 5 April 2021 melalui beberapa saluran seperti Muse Communication (melalui YouTube channel Muse Asia) dan juga Crunchyroll.
Recent SPAC Litigation Focusing On State Law Claims
To print this article, all you need is to be registered or login on Mondaq.com. Most of the recent shareholder litigation that has followed the current wave of Special Purpose Acquisition Company (SPAC) offerings and associated business combinations has been based on federal securities law claims. However, as a case filed in the Delaware Court of Chancery, Kwame Amo vs. MultiPlan Corp.
A SPAC Primer - Corporate/Commercial Law - United States
To print this article, all you need is to be registered or login on Mondaq.com. Nary a day goes by when we do not get an inquiry about SPACs. This primer provides you with an introduction to SPACs. Among other things, it explains what a SPAC is, lays out the economic terms of the equity offered in a SPAC IPO, introduces the players that inhabit the SPAC world and describes the benefits of going public in combination with a SPAC instead of through a traditional IPO.
Kramer Levin Naftalis & Frankel LLP - JDSupra
Nary a day goes by when we do not get an inquiry about SPACs. This primer provides you with an introduction to SPACs. Among other things, it explains what a SPAC is, lays out the economic terms of the equity offered in a SPAC IPO, introduces the players that inhabit the SPAC world and describes the benefits of going public in combination with a SPAC instead of through a traditional IPO.
A SPAC Primer - Lexology
Nary a day goes by when we do not get an inquiry about SPACs. This primer provides you with an introduction to SPACs. Among other things, it explains what a SPAC is, lays out the economic terms of the equity offered in a SPAC IPO, introduces the players that inhabit the SPAC world and describes the benefits of going public in combination with a SPAC instead of through a traditional IPO.
COVID-19 as a Material Adverse Effect? A Discussion of Recent Cases | JD Supra
The outbreak of the novel coronavirus disease 2019 (COVID-19) and the uncertainty surrounding its long-term implications have caused a noticeable disruption in the consummation of mergers and acquisitions (M&A) transactions. With the onset of the pandemic, parties revisited through the lens of the pending crisis certain key provisions in acquisition agreements on which closing is conditioned.
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