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The Risks of Not Strictly Complying with a “No Shop” Clause

The recent Delaware Court of Chancery decision to deny a motion to dismiss in Genuine Parts Company v. Essendant Inc. provides worthwhile reminders of the necessity of deal participants in acquisition transactions to strictly comply with a “no shop” clause, and the fallacy of the view that substantially complying (or even worse, acting casually in complying with the no shop) suffices to avoid being found in breach.

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