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Abstract: 

The authors begin their article by discussing three Delaware decisions that have largely brought an end to multi-jurisdictional M & A litigation, sharply limited Revlon-based preliminary injunctions, and disapproved most disclosure-only settlements. The result has been to shift most new M & A lawsuits to the federal courts, although these cases are almost always settled without litigation. The authors then turn to cases that continue to be litigated in Delaware state court, notably post-closing damages claims, cases involving controlling stockholders, books and records actions, and appraisal actions. They close by discussing examples of Delaware M & A litigation not brought by stockholder plaintiffs, namely “broken deal” litigation and the recent CBS/Redstone case.

Keywords: Corwin v. KKR Financial Holdings LLC3; Boilermakers Local 154 Ret. Fund v. Chevron Corp.; C&J Energy Services, Inc. v. City of Miami General Employees’ & Sanitation Employees’ Retirement Trust; “Books and Records” Actions; “Appraisal Arbitr

Affiliations:  1: Cleary Gottlieb Steen & Hamilton LLP; 2: Cleary Gottlieb.