Category: Blogs

Two Delaware opinions were released on June 30, 2026 that cover a regular post-closing topic in M&A. Even though fraud occurred, plaintiffs’ cases were either dismissed in total or in part because of a failure to timely bring claims…

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A buyer in an M&A transaction thought it modified the deal post-closing via its e-mail communications between the parties. The Delaware Court of Chancery disagreed. In Genesis CMG Holdings, LLC and Converze Media Group, LLC v. Tedd Barr and Simplicity Media Group, LLC, decided on June 11, 2026, the court upheld a lapse of a…

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Paramount Global’s minority shareholders are investigating its sale to Skydance for wrongdoing. And they now get a new piece of the puzzle.

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A seller in an M&A transaction objected to his own sale of stock on the basis that the buyer had violated a right of first refusal (ROFR). The Delaware Court of Chancery dismissed the seller’s case because the ROFR was inapplicable, but even if it was, the seller signed a release with his sale of…

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Porsche’s venture arm invested in a startup automotive company with the optionality to kill it. And Porsche allegedly did.  In Zync, Inc. v. Porsche Investments Management, S.A., et al., decided on May 29, 2026, Vice Chancellor Laster rejected Porsche’s bid to dismiss the case against it as a matter of law.

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In the late-night negotiations where redlines are passed back and forth on representations and warranties in definitive M&A agreements, investment bankers and advisors alike might glaze over the materiality qualifier in all material respects. They should not…

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In Fairstead Capital Management LLC and FCM Affordable LLC v. William Blodget, Vice Chancellor Laster ruled on May 14, 2026 that Fairfield, one of the nation’s largest multi-family…

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In Eric Douglas Guilbeau, et. al. v. Footprint International Holdco, Inc., et al., Vice Chancellor Laster ruled on May 12, 2026 that the plaintiff’s claims that a board lacked a disinterested and independent majority, requiring entire fairness – both fair dealing and fair price – could not be dismissed. The board approved Class F financing…

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I fondly recall from an entrepreneurship class with Dan Himelstein at University of California, Berkeley, Haas School of Business that your first round of financing as an entrepreneur is composed of the 3 Fs: Friends, Family… and Fools.

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Los Angeles, CA – April 17, 2026 – Fogel & Potamianos LLP (F&P) is proud to announce that Andreea Sitaru has joined the firm as Of Counsel, Corporate, further strengthening its corporate practice and expanding its cross-border legal capabilities.

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