Recent Developments For Private Company M&A

This report highlights some recent developments relevant to private company M&A. Part 1 provides a summary of some recent Delaware caselaw. Several decisions provide important drafting lessons on topics such as damages multipliers, indemnification notice provisions, materiality scrapes, and earnouts. A group of decisions provides lessons on noncompetes, including the greater scope available with forfeiture-for-competition provisions. Other decisions address the sharing of information by a director with its nominating shareholder, common gaps in amendment provisions for shareholder agreements, and the importance of considering contractual confidentiality obligations when populating deal data rooms.