DealLawyers.com Blog

If you’re interested in the ongoing debate over the proposed 2024 amendments to the DGCL, there’s one voice I think you’ll want to be sure not to miss – Vice Chancellor Travis Laster.  Over on his LinkedIn page, the Vice Chancellor has authored posts raising important questions about the language of the proposed amendments. Below are links to his posts:

After The Market Practice Amendments, What Does Your Merger Agreement Actually Say? – VC Laster picks up on our recent blog about a Delaware case involving disclosure schedules and ponders how the proposed 2024 amendments to the DGCL will affect schedules, exhibits, and similar documents.

Hello Contractual Voidness; Bye-Bye Brazen – The language of proposed Section 261(a)(1)(i) authorizes merger agreements to provide for “penalties and consequences” – and that may create a trap for the unwary.

After Section 122(18), What Happens To The Merger Recommendation – Under the proposed language of Section 122(18) of the DGCL, could a buyer obtain a provision in the merger agreement stating that the board would not change or withdraw its recommendation in favor of the deal?

The Unintended Beneficiaries Of Section 122(18) – Activist hedge funds, the Big Three asset managers & the plaintiffs’ bar may be unintended beneficiaries of the Moelis fix contained in proposed Section 122(18) of the DGCL.

The Vice Chancellor also recently wrote a response to claims that the Moelis decision “put thousands of financings at risk” in which he argued that “[t]he only financings potentially at risk involve small dollar controllers, where the policy case for perpetuating control is contestable. But that doesn’t make for a good quote. Hyperbole does.”

– John Jenkins