Orrick Lawyers Co-Author Article on M&A Strike Suits


Securities litigation and regulatory enforcement partner Jim Kramer, managing associate David Keenan, and senior associate M. Todd Scott co-authored an article about the requirements for filing mergers and acquisitions strike suits in Delaware Chancery Court. The article, “How Not to Bring M&A Suits — Lessons from Chancery Court,” was published by Law360.

An excerpt from the article is below.
In a virtual course on how to bring — or not bring — a mergers and acquisitions strike suit, on June 30, the Delaware Chancery Court dismissed all shareholder claims against a merger target and its acquirer, ending nearly two years of litigation. Though the allegations are familiar in the strike-suit context, the 45-page opinion that this roughly $100 million merger yielded is notable for its methodical tour of Delaware fiduciary duty law, 102(b)(7) exculpatory provisions and so-called Revlon duties. The roadmap opinion should be required reading for directors considering a merger.