July 16, 2013 Articles

Delaware M&A Litigation Case Law Update: 2011 & 2012, Part 1

The first in a two-part series examining recent cases that expand on and clarify existing doctrines

By Randall Baron and Maxwell Huffman

2011 and 2012 saw a series of cases from the Delaware Court of Chancery and the Delaware Supreme Court that will have lasting effects on the way in which corporations, their directors, and investments banks conduct mergers and acquisitions, as well as the way in which attorneys litigate the claims of shareholders. These cases do not introduce new legal doctrines; rather, they expand on and provide important clarifications of existing doctrines brought about by practitioners’ continued search for the edges of existing case law. Most important, through the willingness of shareholders to protect the interests of their fellow investors and represent a shareholder class, these cases have not only produced significant results in each respective action; they have also improved the way deal makers approach merger transactions and the manner in which shareholders’ attorneys prosecute their clients’ claims.

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