Significant 2017 Decisions Affecting Private Company M&A

The following compilation is our fourth annual review of significant Delaware and other key state court decisions relating to private mergers and acquisitions and disputes. All eight decisions were issued in 2017. The decisions provide important guidance on several aspects of the M&A process. Some of the decisions concern drafting points, such as working capital adjustments and fraud carve-outs, while others address the fiduciary duty implications of action by controlling stockholders and governance matters. The final decision, from the Texas court, alerts of the risks of being deemed to have formed a contract through the exchange of emails.

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