Category: Blogs

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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In Christian Schank, et al. v. Ariz. Isotopes Sci. Rsch. Corp, decided in late 2025 by the Delaware Chancery Court and for which a final report was issued on April 24, 2026, the plaintiffs representing more than 5% of the company’s stock demanded to inspect Company records under Section 220 of the Delaware General Corporation…

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