BLT: March 2017

 

Feature Articles

Business & Corporate

Delaware Courts Reinforce That Shielding against Fraud Claims Based on Extra-Contractual Statements and Omissions Requires Precise Drafting—But No Magic Words

In M&A transactions, the negotiation of contractual provisions intended to protect against claims for fraud based on extra-contractual statements may be contentious. A series of recent decisions from the Delaware Court of Chancery has provided additional insight into the effectiveness of such “anti-reliance” clauses as a tool for establishing the “universe” of information upon which a potential post-closing fraud claim may (or may not) be based.

Business & Corporate

The Delaware Supreme Court Confirms That New Castle County’s Unified Development Code Is Constitutional

In a recent order, the Delaware Supreme Court affirmed the Superior Court’s opinion finding that, among other things, the New Castle County Unified Development Code did not violate the U.S. Constitution. Specifically, the court found that the county’s use of concurrency laws did not amount to an unconstitutional exaction under the Nollan/Dolan/Koontz trilogy of cases because no demand was made on the developer by the county. Instead, the Delaware Department of Transportation — a state agency with only an advisory role — had entered into discussions and negotiations with the developer, a key distinction from the Nollan/Dolan/Koontz trilogy.

Departments

Business & Corporate

DELAWARE INSIDER: A Fully Informed and Disinterested Stockholder Vote Cleanses Transactions Tainted by Board Conflicts

In re Merge Healthcare Inc is the latest in a series of opinions from the Delaware Court of Chancery in the wake of the Delaware Supreme Court’s decision in Corwin v. KKR Financial Holdings LLC. The decision also helps to clarify some uncertainty created by various decisions of the Court of Chancery as to the effect of Corwin on interested director transactions.