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Corporate Law

Recent rulings in the Delaware Chancery Court regarding shareholder primacy are creating fascinating ripples in M&A strategy. We are advising clients to thoroughly review their indemnification clauses ahead of Q3. I’ve attached a brief summary of the key takeaways for those interested in the minutiae.

PDF
Delaware_Chancery_Summary_Q3.pdf 2.4 MB • PDF Document
Elena Rostova We are applying the same review to technology-sector purchase agreements.
Question

Has anyone successfully leveraged precedent from Smith v. Jones (2018) in a tech-sector IP dispute recently? Opposing counsel is pushing hard on the ‘novelty’ definition, and I’m looking for recent examples where courts have interpreted the software patent boundaries more broadly under that specific ruling.

Michael Chen I have a short bench memo from a February hearing that may help.
Case Study

A helpful framework for assessing material adverse change clauses in today’s market. The strongest client discussions have started with sector-specific volatility rather than broad market movement, then moved into disclosure schedules and termination rights.

DOC
MAC_Clause_Assessment_Playbook.docx 1.8 MB • Word Document
Poll

Which governance topic would be most useful for next month’s client training roundtable?