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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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The Ropes Recap: Mergers & Acquisitions Law News

Practices: Mergers & Acquisitions

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Welcome to the Q1/Q2 2019 edition of our Mergers & Acquisitions newsletter – The Ropes Recap. This includes contributions from over 50 deal professionals from around the globe. We encourage you to send us feedback on the content or topics you would like to see discussed in future issues.

In this edition, we discuss important cases and developments that address a variety of issues, including:

  • Does Delaware require strict compliance with notice deadlines in acquisition agreements?
  • Do a target company’s emails become the property of the acquirer after closing?
  • How has the Delaware Supreme Court clarified its holdings in Dell and DFC Global in the determination of the fair value of a company’s shares in a statutory appraisal proceeding?
  • Are there any limits to the application of the Corwin doctrine?
  • Can directors who wear multiple hats be denied insurance coverage under D&O policies?
  • Under what circumstances may a plaintiff’s claim alleging directors’ breach of their fiduciary duty of loyalty under Caremark prevail?

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