Not So Sweet: Delaware Supreme Court Revives Caremark Claim, Provides Guidance On Directors’ Oversight Duties

By James E. Langston, Mark E. McDonald & Philippa Ratzki

June 24, 2019

Last week, the Delaware Supreme Court reversed the Delaware Court of Chancery’s dismissal of a Caremark claim[1] that arose out of the Blue Bell ice cream listeria outbreak in the mid-2010s. See Marchand v. Barnhill, No. 533, 2018 (Del. June 18, 2019). The Delaware Supreme Court’s opinion in this closely watched case provides useful guidance to directors on the proper role of the board in overseeing risk management.…

Cleary M&A and Corporate Governance Watch

Akorn v. Fresenius: A MAC in Delaware

By David Leinwand, James E. Langston & Mark E. McDonald

October 11, 2018

Until Vice Chancellor Laster’s decision last week in Akorn Inc. v. Fresenius KABI AG,[1] no Delaware court had released an acquiror from its obligation to close a transaction as a result of the occurrence of a “Material Adverse Effect.”[2] The cases previously adjudicated in Delaware all had required the acquiror to close, often despite a significant diminishment in target value and, in some, the court criticized the acquiror for seeking to avoid…

Cleary M&A and Corporate Governance Watch

Assessing Financial Advisor Compensation Disclosure Following Vento v. Curry

By James E. Langston

April 10, 2017

Last month, in Vento v. Curry,[1] the Delaware Chancery Court preliminarily enjoined the Consolidated Communication Holding (“Consolidated”) shareholder vote[2] on the company’s all-stock acquisition of FairPoint Communications (“FairPoint”) due to Consolidated’s failure to adequately disclose the compensation its financial advisor would receive for participating in the acquisition financing. The court’s ruling ultimately had very little impact on the transaction – Consolidated subsequently disclosed that its financial advisor would receive $7 million in…

Cleary M&A and Corporate Governance Watch

Dual-Track M&A/IPO Gain Popularity in Health Care Sector

By Jeffrey D. Karpf & James E. Langston

December 16, 2015

The past few years have witnessed a resurgence in the mergers and acquisitions and initial public offering markets—particularly for health care. Many private companies have pursued a dual-track M&A/IPO process, in which the company simultaneously pursues an IPO and a confidential sale. The dual-track process has been growing in popularity among health care companies, since the IPO process can be helpful in generating momentum for a potential sale in a consolidating industry.…

James E. Langston

Not So Sweet: Delaware Supreme Court Revives Caremark Claim, Provides Guidance On Directors’ Oversight Duties

Akorn v. Fresenius: A MAC in Delaware

Assessing Financial Advisor Compensation Disclosure Following Vento v. Curry

Dual-Track M&A/IPO Gain Popularity in Health Care Sector

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