As we reported in
2014, United States post-deal litigation became more of a rule
than an exception in the early-to-mid 2010s, with over 95% of
M&A transactions attracting litigation. In many cases, a single
deal could result in multiple suits distributed across state
jurisdictions. The majority of these actions were
"disclosure-only", aimed at prompting the target company
to make additional disclosure (and generally resulting in large
fees for plaintiffs' counsel) and drew a great deal of
criticism from lawmakers and jurists. However, changes may be on
their way, led by the state of Delaware.
Delaware developments
In the last two years, a series of Delaware decisions has begun
to curtail the post-deal litigation trend. In 2015, Corwin v.
KKR Fin. Holdings LLC established the business judgment rule
as the standard of review in post-closing damages litigation. The
next year, re Trulia rejected a disclosure-only action
that would not have resulted in substantial
