M&A 2021-2022 Delaware Update: Entire Fairness Standard, Caremark Duties, Appraisal Rights, Demand Futility
Implications of Major Decisions for Negotiating and Structuring Transactions
Recording of a 90-minute premium CLE video webinar with Q&A
This CLE webinar will discuss significant Delaware court decisions rendered in 2021 and 2022 and the implications for current and future M&A practice. The panel will discuss the anticipated impact of recent Delaware court rulings on standards of review, waiver of appraisal rights, shareholder access to books and records, directors’ duty of oversight under Caremark, demand futility, and other issues.
Outline
- Overview of trends in M&A litigation
- Key 2021 and 2022 rulings
- Application of entire fairness standard vs. business judgment rule
- Appraisal rights/waiver
- Demand futility
- Caremark/duty of oversight
- Shareholder inspection of books and records
- Material adverse effect: lessons from COVID
- Implications and best practices for M&A transactional attorneys and litigators
Benefits
The panel will review these and other highly relevant issues:
- How have the Delaware courts addressed the standard of review in recent cases?
- How will the 2021 and 2022 Delaware decisions reshape how deals are structured and litigated?
- What are best practices for M&A transactional attorneys and litigators in 2022 and beyond?
Faculty
Lisa R. Stark
Partner
K&L Gates
Ms. Stark has nearly 15 years of corporate experience in mergers and acquisitions, strategic investments, initial... | Read More
Ms. Stark has nearly 15 years of corporate experience in mergers and acquisitions, strategic investments, initial public offerings, proxy contests, and hostile takeovers. She also has experience advising private and public companies and their boards of directors on corporate governance matters.
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Ryan D. Stottmann
Partner
Morris Nichols Arsht & Tunnell
Mr. Ryan’s litigation practice focuses on corporate and commercial litigation in the Delaware Court of Chancery... | Read More
Mr. Ryan’s litigation practice focuses on corporate and commercial litigation in the Delaware Court of Chancery and appeals before the Delaware Supreme Court. He has served as lead counsel and co-counsel to companies, stockholders and directors in appraisal and fiduciary duty litigation, trade secrets and licensing cases, employee non-compete and non-solicitation matters, statutory matters arising under Delaware corporate and alternative entity laws, and post-closing indemnification and escrow disputes arising from merger, stock purchase or asset purchase agreements.
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Shannon E. German
Partner
Wilson Sonsini Goodrich & Rosati
Ms. German’s practice focuses on corporate governance litigation and counseling, navigation of corporate... | Read More
Ms. German’s practice focuses on corporate governance litigation and counseling, navigation of corporate fiduciary duties, and representation of companies and their officers and directors in stockholder class actions, derivative suits, and complex commercial litigation in the Delaware Court of Chancery and the Delaware Supreme Court. She also represents clients in stockholder class actions, derivative suits, and securities actions in the state and federal courts throughout the country. In addition, Ms. German specializes in advising companies faced with stockholder litigation and books and records demands, as well as director and officer demands for advancement and indemnification; conducting investigations on behalf of management, boards of directors, and special board or management committees; and representing companies and their boards of directors in stockholder actions and "busted deal" litigation.
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Lauren Dunkle Fortunato
Attorney
Young Conaway Stargatt & Taylor
Ms. Fortunato's ties to the local community and legal experience allow to her provide targeted legal advice to her... | Read More
Ms. Fortunato's ties to the local community and legal experience allow to her provide targeted legal advice to her corporate clients while keeping in focus her clients’ broader business concerns and interests. Her corporate practice focuses on the representation of corporations and alternative entities, directors, managers, stockholders and members in both commercial and corporate disputes in Delaware state and federal courts, with a concentration on matters in the Court of Chancery. Ms. Fortunato has particular experience in prosecuting and defending books and records demands and actions.
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