Key Governance Decisions From Delaware Courts in 2013

In the Harvard Law School Forum, John L. Reed, a partner at DLA Piper, analyzes some 2013 decisions by the Delaware courts and their implications in respect to corporate governance issues. Legal alerts had been flying about one case he discusses, in which the privileged nature of pre-merger communications between a target and its counsel were at issue in a suit filed by stockholders of the surviving entity. The plaintiffs wanted those communications in order to support their allegations of fraud. The Delaware Court of Chanceryexplicitly supplied “the answer to any parties worried about facing this predicament in the future,” and provided a  guide for writing a merger agreement that preserves the privilege for the seller.