The Delaware Supreme Court Issues a Ruling In Long Running Dispute

The case which arose out of the failed license agreement and merger between Siga Technologies, Inc. (“SIGA”) and PharmAthene, Inc. (“PharmAthene”) in 2006 resulted in the Chancery Court issuing an order awarding damages to PharmAthene. Read more on our M&A blog.

Delaware Court Strikes Down Indemnity, Release Provisions in Merger Agreement

By Mark Tarallo A recent opinion issued by the Delaware Chancery Court may have a significant impact on the way acquisition transactions are structured.  The opinion considers a merger between a company called Audax Health Solutions (Target) and UnitedHealth/Optum (Buyer).  Cigna Insurance was a large shareholder of Target.  The merger between Target and Buyer was …

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Delaware Legislature Proposes Amendments Allowing Escrowing of Director and Stockholder Consents

By: Scott Bleier In response to the practical concerns raised by AGR Halifax Fund, Inc. v. Fiscina (743 A.2d 1188 (Del. Ch. 1999)), new legislation has recently been proposed that would amend Section 141(f) of the General Corporation Law of the State of Delaware ("DGCL") to clarify that an individual, whether or not then a …

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Delaware Court Grants Summary Judgment in M&A Class Action Suit

By: Mary Beth Kerrigan On February 3, 2014, the Delaware Court of Chancery granted defendants’ summary judgment motion in the matter of In re Answers Corporation Shareholders Litigation. This case related to the acquisition of Answers Corporation by AFCV Holdings, LLC. The plaintiffs alleged that three of the Board members of Answers (comprised of the …

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