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ARTICLE · 20 APRIL 2016

Recent Decisions Worth Noting

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These companies should take note that this aspect of their organizational documents is invalid.

United StatesCorporate/Commercial Law

Originally appeared in Kaye Scholer's Spring 2016 M&A and Corporate Governance Newsletter.

The following are a few other interesting decisions that have been issued since our last newsletter:

In re Trulia, Inc. S'holder Litig., C.A. No.  10020-CB (Del. Ch. Jan 22, 2016)

Many view this decision as putting the final nail in the coffin for disclosure-only settlements in M&A litigation. After this decision, disclosure-only settlements will only be approved if they "address a plainly material misrepresentation or omission," and the accompanying release is "narrowly [drafted] to encompass nothing more than disclosure claims and fiduciary duty claims concerning the sale process." It will be interesting to see the data on how much of an impact the case has on strike suits in public M&A deals.

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