Arthur E. Adler, Author at Enhanced Scrutiny

About Arthur E. Adler

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But we are proud to say that Arthur E. Adler contributed 3 entries already.

Entries by Arthur E. Adler

29 02 '24

A Reminder of Board Primacy: Delaware Court of Chancery Invalidates Stockholder Agreement Provisions Encroaching on Board-Level Decisions

February 29, 2024/in Best Practices, Charter/Bylaw Provisions and Amendments, Corporate Control, M&A/by Arthur E. Adler

On February 23, 2024, the Delaware Court of Chancery issued an opinion in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co. invalidating certain stockholder agreement provisions that gave […]

09 11 '23

Con Ed Uncertainty: Court of Chancery Questions Enforceability of Merger Agreement Provisions Allowing Target to Seek Lost Merger Premium

November 9, 2023/in Charter/Bylaw Provisions and Amendments, M&A, Post-Closing Disputes/by Arthur E. Adler

In an October 31, 2023 decision sure to spook practitioners, the Court of Chancery called into doubt the enforceability of “Con Ed provisions.” Con Ed provisions, so-named for the 2005 […]

14 12 '22

Delaware Reminds LLCs: Breaking Up Is Hard to Do

December 14, 2022/in Best Practices, Charter/Bylaw Provisions and Amendments, LLCs, Sidley Perspectives/by Arthur E. Adler

In In re: Dissolution of Doehler Dry Ingredient Solutions, LLC (Sept. 15, 2022), the Delaware Court of Chancery recently restated the high bar for a claim for judicial dissolution to […]

About Arthur E. Adler

Entries by Arthur E. Adler

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