Corporate > AG Deal Diary > Top 5 Delaware Case Developments in 2013 for M&A Practitioners
21 Jan '14

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:

  1. A new look at the standard of review in going-private mergers (the Business Judgment Rule)
  2. Deal process considerations for target company boards
  3. Validity and enforcement of forum selection clauses
  4. Financial manipulation and/or missed sales forecasts may lead to a material adverse effect
  5. Directors must protect the interests of common stockholders (vs. preferred stockholders)

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