News & Insights
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Client Alert December 23, 2025
Delaware Reinstates Musk’s Pay Package, Slashes $345 Million Fee Award
The Delaware Supreme Court reinstated the compensation package that Tesla, Inc. awarded in 2018.
Client Alert June 16, 2025
M&A Insights: Delaware Court of Chancery Decision Surfaces Ambiguities in Purchase Price Adjustment Concepts
A recent decision of the Delaware Court of Chancery addressed complex issues that often recur in purchase price adjustment disputes.
Article June 18, 2024
Delaware Court of Chancery Opines on Meaning of ‘Commercially Reasonable Efforts’ in Pharmaceutical Earn-Out Provision
Ryan Murr, Karen Spindler, Todd Trattner, Marina Szteinbok and Artin Au-Yeung are the authors of “Delaware Court of Chancery Opines on Meaning of ‘Commercially Reasonable Efforts’ in Pharmaceutical Earn-Out Provision” [PDF] published by the Deal Lawyers in its May-June 2024 issue.
Client Alert May 9, 2024
Delaware Court of Chancery Opines on the Meaning of “Commercially Reasonable Efforts” in a Pharmaceutical Earn-Out Provision
Observations and drafting suggestions for CRE terms in merger agreements, licenses, and royalty purchase agreements.
Client Alert November 8, 2023
M&A Report – Delaware Court of Chancery Narrows Enforceability of Con Ed Provision
The Delaware Court of Chancery has narrowed the enforceability of a “Con Ed” provision that allows a target company to seek lost stockholder premium as damages resulting from acquiror breach in a failed deal structured as a merger.
Client Alert May 8, 2023
M&A Report: Delaware Court of Chancery Declines to Enforce a Covenant Not to Sue Upon Exercise of a Drag-Along Right for Public Policy Reasons
Gibson Dunn lawyers discuss a ruling by the Delaware Court of Chancery that a covenant not to sue cannot shield defendants from tort liability for intentional harm.
Client Alert March 21, 2022
Delaware Court of Chancery Addresses the Contours of Sandbagging
Our lawyers discuss a recent ruling by the Delaware Court of Chancery which addresses “sandbagging,” where a buyer closes an acquisition on the basis of representations in the purchase agreement it knows to be false, then proceeds to sue the seller post-closing based on a breach of those same representations.