Taylor Bartholomew
As seen in:
Law360,
JD Supra,
Lexology,
LexBlog,
Law360 UK,
AutoSuccess Magazine,
Troutman Pepper Podcasts
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Delaware Court of Chancery Addresses Cram-Down Financing and Fiduciary Duties in Challenge to Dilutive Preferred Stock Round
In Guilbeau v. Footprint International Holdco, Inc., the Delaware Court of Chancery held that entire fairness review applied to a cram-down preferred stock financing because five of 10 directors were conflicted, including an officer-director whose employment depended on the transaction’s survival.
Delaware Court of Chancery Addresses Cram-Down Financing and Fiduciary Duties in Challenge to Dilutive Preferred Stock Round
In Guilbeau v. Footprint International Holdco, Inc., the Delaware Court of Chancery held that entire fairness review applied to a cram-down preferred stock financing because five of 10 directors were conflicted, including an officer-director whose employment depended on the transaction’s survival.
Delaware Court of Chancery Holds That Conditioning Merger Consideration on Execution of a Release Agreement Breaches the Certificate of Incorporation
In Chertok v. OnSolve, LLC, the Delaware Court of Chancery held that a surviving corporation breached the target company’s certificate of incorporation by conditioning payment of merger consideration on a common stockholder’s execution of a release of claims. Although the claiming stockholder made a variety of arguments in support of a higher measure of damages, the court limited the stockholder’s remedy to the per share merger consideration provided for in the merger agreement, plus interest.
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