Mergers, Acquisitions & Divestitures

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No firm is as uniquely positioned to understand Delaware law on mergers and acquisitions as we are. From our seminal work revising the laws that govern mergers, acquisitions and divestitures, to our corporate and litigation teams collaborating to litigate the leading cases interpreting key transaction provisions, and our expertise on the fiduciary duties of directors and officers in considering such transactions, we have a deep understanding of the complexity and nuances that govern these transactions.

Our advice extends to public and private companies, negotiated and hostile transactions, and transactions involving corporations and alternative entities. Our representations include those of the company itself, acquirors, and Boards of Directors and Special Committees. If a transaction is challenged in the courts, we provide strategy and counsel infused with unrivaled insight on how the courts may interpret the terms and language of the deal.

News

Insights

  • Article, Reuters Legal News and Westlaw Today, 03.22.2022

    The Delaware Supreme Court’s 2021 decision in Brookfield Asset Mgmt., Inc. v. Rosson helped clarify whether stockholders’ financial and voting rights, diluted through a transaction with a controlling stockholder, constituted direct or derivative claims.

  • Publication, February 2022

    Morris Nichols’ M&A Checklist summarizes key cases decided by the Delaware courts. Now updated for 2022 and available in PDF format, it is an essential tool for M&A dealmakers.

  • Article, Bloomberg Law, 08.01.2021

    In its 2021 session, the Delaware legislature passed a number of amendments to the Delaware General Corporation Law (DGCL) and the Delaware “alternative entity” statutes—the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Limited Partnership Act (DRULPA), and the Delaware Revised Uniform Partnership Act (DRUPA). The amendments to the DGCL, the DLLCA, the DRULPA, and the DRUPA became effective on August 1, 2021.

  • Client Alert, 04.16.2020

    As COVID-19 continues to affect the legal community and the world in various ways, Delaware courts and state agencies have issued orders concerning COVID-19 measures. Here, we have consolidated key Delaware law resources on the unfolding situation. Our attorneys are committed to serving our clients through this challenging time.

"The Model Tender Offer Agreement"

Morris Nichols partner Eric Klinger-Wilensky serves as co-editor of The Model Tender Offer Agreement which provides insightful commentary for the acquisition of a publicly traded company for cash consideration by means of a negotiated tender offer.MORE

The Morris Nichols M&A Checklist

Morris Nichols’ "Zagat-style" M&A Checklist was recently updated for 2021. An essential tool for M&A dealmakers, the guide summarizes key cases decided by the Delaware courts.MORE

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