Sidley Perspectives on M&A and Corporate Governance: 2022 Year-in-Review
Each quarter, Sidley publishes Sidley Perspectives on M&A and Corporate Governance, a newsletter designed to capture what we consider the more significant legal developments in M&A, corporate governance, and related areas. As we begin a new year, Sidley would like to share as a resource for our readers a hyperlinked list of Sidley-authored articles that were included or referenced in the newsletter during 2022. The list, available here, serves as somewhat of a year-in-review covering the key developments in 2022.
Delaware Chancery Court Finds Scope of Restrictive Covenants Unreasonable in the Context of a Business Sale
A recent Delaware Chancery Court decision addressed whether a restrictive covenant agreement was enforceable against a defendant who entered into that agreement willingly (and who waived his right to contest its reasonableness) as part of a sale of a business. Kodiak Building Partners, LLC v. Adams (Del. Ch. Oct. 6, 2022). The court held that the restrictive covenants were unreasonable in their geographic scope and scope of restricted activities because they were broader than necessary to protect the acquirer’s legitimate economic interests. This decision provides lessons for lawyers seeking to draft clear, effective and enforceable restrictive covenant provisions.
Delaware Reminds LLCs: Breaking Up Is Hard to Do
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 succeed. Following his removal by written consent, a minority member and former manager of a Delaware limited liability company brought a claim for judicial dissolution of the entity. The former manager alleged that judicial dissolution was warranted due to alleged breaches of the company’s operating agreement, a potential voting deadlock on important matters, and alleged breaches of fiduciary duties.
Sidley Perspectives on M&A and Corporate Governance
Sidley is pleased to share the June 2022 issue of Sidley Perspectives on M&A and Corporate Governance, a quarterly newsletter designed to keep you current on what we consider to be the most important legal developments involving M&A and corporate governance matters. (more…)
Sidley Perspectives on M&A and Corporate Governance
Sidley is pleased to share the March 2022 issue of Sidley Perspectives on M&A and Corporate Governance, a quarterly newsletter designed to keep you current on what we consider to be the most important legal developments involving M&A and corporate governance matters. (more…)
Sidley Perspectives on M&A and Corporate Governance
Sidley is pleased to share the December 2021 issue of Sidley Perspectives on M&A and Corporate Governance, a quarterly newsletter designed to keep you current on what we consider to be the most important legal developments involving M&A and corporate governance matters. (more…)