During 2013, in addition to the important changes to the Delaware General Corporation Law (“DGCL”) and the Limited Liability Company Act, described here, the Delaware courts issued a number of decisions that have a direct impact on the M&A practice. Below are our Top 5 case law picks for M&A practitioners:
- A new look at the standard of review in going-private mergers (the Business Judgment Rule)
- Deal process considerations for target company boards
- Validity and enforcement of forum selection clauses
- Financial manipulation and/or missed sales forecasts may lead to a material adverse effect
- Directors must protect the interests of common stockholders (vs. preferred stockholders)
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