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ARTICLE · 18 JANUARY 2016

Significant 2015 Decisions Affecting Private M&A

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As a second argument, Incline attempted to avoid the exclusive representations language by claiming that it did not apply in the case of fraudulent omissions.

United StatesCorporate/Commercial Law
Nicholas O'Keefe
Nicholas O'Keefe
Diane Holt Frankle
Diane Holt Frankle
Tyler Conway
Tyler Conway
Michael Isaacs
Michael Isaacs
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Originally published by Law360

The following is Kaye Scholer's second annual review of significant Delaware court decisions relating to private merger and acquisitions transactions and disputes.This article was published as a three-part series in Law360 the week of January 11, 2016. 

Read Part 1: Proxy Contests and Other Disputes Involving the Board on Law360

Read Part 2: Fraud Claims in M&A Transactions | Deal Mechanics on Law360

Read Part 3: Employee and Options Matters | Ratification of Corporate Acts on Law360

Proxy Contests and Other Disputes Involving the Board

1. Elite Horse Investments Ltd. v. T3 Motion Inc., C.A. No. 10550-CB (Del. Ch. Jan. 23, 2015)

This decision serves as a reminder to companies engaging in equity financings that they should consider the risk of investors undertaking a hostile change of control. The decision also provides guidance on three statutory provisions of Delaware law, including that stockholder-written consents

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