If you’ve closed a deal in the past year, there’s a good chance your outside counsel, your counterparty’s advisors or maybe your own team used an AI tool to review part of the data room.
The appeal is obvious. A Series B data room might contain 300 contracts. A middle-market acquisition data room can easily
In the world of venture capital, there are certain investor rights that ensure the smooth execution of exit transactions. The primary such mechanism is the drag-along provision, under which one group of stockholders agrees in advance to sell or vote their shares in a sale of the company approved by another group of stockholders and/or by the board. Drag-along provisions often include a covenant by the drag-along shareholders not to sue over a drag-along sale, often including waivers of claims for breach of fiduciary duties. But are fiduciary duties of directors too important to allow them to be waived by stockholders? A recent Delaware Chancery Court decision puts guard rails on such waivers.
Continue Reading Too Big to Waive? Enforceability of Drag-Along Covenants Not-to-SueElon Musk has lobbed in two additional termination letters since his original July 8 letter seeking to terminate his agreement
to acquire Twitter for $44 billion. Each termination letter cites alleged false representations and blown covenants by Twitter in the merger agreement, purportedly justifying termination. Twitter’s response to each letter has been the equivalent of
Another week, another chapter in the Elon Musk-Twitter saga. Last month, Musk
posted tweets questioning longtime Twitter claims that automated “spambots” make up fewer than 5% of monetizable daily active users. But on June 6, Musk upped the ante by having his lawyers at Skadden send a demand letter to Twitter reiterating his demand for
In what seems like one of the speediest transaction processes ever for a deal of its
size, Twitter agreed on April 25, 2022 to be acquired by Elon Musk for $54.20 per share or about $44 billion. It all started with Musk disclosing on April 4 that he had taken a 9.2% stake in Twitter,
Should a buyer be allowed to walk away from an acquisition if an extraordinary event occurs between signing and closing that forces the target company to take emergency remedial measures outside its ordinary course, even if consistent with industry practice under the circumstances? This became a pressing issue during the early months of the COVID-19