The Dura case should provide necessary caution to those parties who trade in distressed debt. The terms of these types of instruments must be closely scrutinized before making an investment, as the provisions of these agreements require considerable analysis. If an investor, upon fully considering the ramifications of subordination and the narrow scope of an…

Legislation has been introduced in the Delaware General Assembly that will affect the transfer or closing of facilities in Delaware where chemical or hazardous substances have been or are located.

On January 28, 2008, President Bush signed into law the first legislative expansion of rights under the Family and Medical Leave Act ("FMLA") since its enactment in 1993.

In United Rentals, Inc. v. RAM Holdings, Inc., the Delaware Court of Chancery used the forthright negotiator principle in interpreting an otherwise ambiguous contractual provision. The Court applied this principle in denying the plaintiff’s petition for specific performance of a merger agreement. Those involved in the negotiation of contractual provisions should take note; in certain circumstances…

Delaware Bankruptcy Court Enforces “X-Clause” in Subordinated Note Indenture

This article highlights the provisions of the Delaware statutory trust likely to be of most interest to investment companies and their advisers (particularly those provisions designed specifically to address the needs of investment companies) as well as provides some practical considerations for the drafting of governing instruments, including with respect to those areas that can prove…

The struggle against a classified board can be daunting. As we hope to demonstrate in this article, however, a determined acquirer has at its disposal several ways to overcome the protections inherent in the classified-board structure. On the other hand, target boards also have ways to bolster the defenses provided by the classified-board structure. No short…

This article examines the implications of the Court of Chancery’s opinion in Netsmart to private company M&A transactions, particularly with respect to the nature of the target company’s marketing process pre-signing (including the extent to which the board surveyed likely financial and strategic buyers) and the meaningfulness of the board’s post-signing fiduciary out.…

This article attempts to clarify section 144's limited role and application by distinguishing the analysis under section 144 from the analysis under the courts' common-law fiduciary analysis.

Delaware Court of Chancery Denies United Rentals' Petition for Specific Performance of Merger Agreement