August, 2021
MFW’s Ab Initio Requirement Not Satisfied When Controlling Stockholder Negotiated with Minority Stockholder Before Acceding to “[D]ual [P]rotections”
Aug. 31, 2021—Robert S. Reder & Connor J. Breed | 74 Vand. L. Rev. En Banc 397 (2021) | In In re HomeFed Corp. S’holder Litig., No. 2019-0592-AGB, 2020 Del. Ch. LEXIS 235 (Del. Ch. July 13, 2020) (“HomeFed”), the Delaware Court of Chancery (“Chancery Court”) denied pleading-stage dismissal of claims challenging a controlling stockholder-led buyout. In...
Chancery Court Determines that Merger Partner Breached “Efforts Covenants” in Connection with “[S]tar-[C]rossed” Combination of Health Insurance Giants
Aug. 28, 2021—Robert S. Reder & Connor J. Breed | 74 Vand. L. Rev. En Banc 383 (2021) | Amid a flurry of industry consolidations, Anthem, Inc. (“Anthem”) and Cigna Corporation (“Cigna”), the second and third largest health insurers in the United States, entered into an Agreement and Plan of Merger dated July 23, 2015 (“Merger Agreement”)....
Chancery Court Takes a Deep Dive into Imprecise Asset Purchase Agreement Language
Aug. 27, 2021—Robert S. Reder & Gabrielle M. Haddad | 74 Vand. L. Rev. En Banc 375 (2021) | Precise language and adherence to market conventions are crucial elements when negotiating and drafting commercial agreements. In Dermatology Assocs. of San Antonio v. Oliver St. Dermatology Mgmt. LLC, No. 2017-0665-KSJM, 2020 WL 4581674 (Del. Ch. Aug. 10, 2020),...
Purchase Agreement’s Failure To Toll Running of Survival Period Dooms Indemnification Claims Despite Buyer’s Timely Claim Notice
Aug. 27, 2021—Robert S. Reder & John H. Gibbons | 74 Vand. L. Rev. En Banc 367 (2021) | In the context of contracts governing merger and acquisition (“M&A”) transactions, survival clauses specify the period of time after closing during which the buyer may claim indemnification from the seller for losses caused by various breaches of the...
The Price of Free Elections
Aug. 26, 2021—G. Michael Parsons | 74 Vand. L. Rev. En Banc 335 (2021) | How much does an election cost? For a democracy as old as ours, the answer is surprisingly unclear . . . . Among the many contributions of Democracy on a Shoestring, then, is to spur more concrete thinking about the costs and...
Federalizing the Voting Rights Act
Aug. 22, 2021—Travis Crum | 74 Vand. L. Rev. En Banc 323 (2021) | In Presidential Control of Elections, Professor Lisa Marshall Manheim masterfully canvasses how “a president can affect the rules of elections that purport to hold him accountable” and thereby “undermine the democratic will and delegitimize the executive branch.” Bringing together insights from administrative law...
Rethinking the Silent Treatment
Aug. 22, 2021—Sasha Gombar | 74 Vand. L. Rev. En Banc 289 (2021) | When the hashtag “MeToo” was popularized in the wake of the Harvey Weinstein scandal, the underlying philosophy was simple. Too many people had claimed that women’s stories about sexual assault lacked corroboration, dismissing evidence of workplace sexism as merely “anecdotal.” However, when enough women started telling...
“Laboratories of Jurisprudence?: The Role of State Supreme Courts in a Federal System”
Aug. 17, 2021—Justice Jonathan Papik | 74 Vand. L. Rev. En Banc 271 (2021) | All of that really did make me wonder, as I was preparing to come here, what I could possibly have to offer. The one thing that gives me some solace is that, based on my recollection, the majority of your previous speakers...
Chancery Court Considers Whether Either Party to Failed Multibillion Dollar Merger Was Entitled to Payment of a Fixed Termination Fee
Aug. 11, 2021—Robert S. Reder & Maryam Saad | 74 Vand. L. Rev. En Banc 263 (2021) | The Williams Companies, Inc. (“Williams”) and Energy Transfer L.P. (“ETE”) are “significant players in the energy pipeline business” (quoting Williams II below). On September 28, 2015, Williams and ETE agreed to a complicated “multi-billion-dollar merger” (quoting Williams II below)...
Stillwater Appraisal: Delaware Supreme Court Affirms Chancery Court Reliance on Deal Price in Determining “Fair Value”
Aug. 11, 2021—Robert S. Reder & Chutian Wang | 74 Vand. L. Rev. En Banc 253 (2021) | Under Section 262 of the Delaware General Corporation Law (“DGCL § 262”), a stockholder unhappy with the consideration payable in a merger is entitled to dissent from the transaction and seek a Delaware Court of Chancery (“Chancery Court”) appraisal...
Jarden Appraisal: Delaware Supreme Court Affirms Chancery Court’s Exclusive Reliance on Unaffected Market Price in Determining “Fair Value” Under DGCL § 262
Aug. 11, 2021—Robert S. Reder & James H. Ryan | 74 Vand. L. Rev. En Banc 241 (2021) | For (at least) the fourth time since 2017, the Delaware Supreme Court (“Supreme Court”) has weighed in on the proper analysis for determining “fair value” in an appraisal proceeding under Delaware General Corporation Law § 262 (“DGCL §...