In a recent post-trial opinion in BBP Holdco, Inc. v. Brunswick Corporation, the Delaware Superior Court addressed an unusual M&A dispute. After a spin off of one of Brunswick’s bowling divisions, the buyers claimed that they had been defrauded not because Brunswick failed to disclose an ongoing regulatory issue, but because Brunswick allegedly failed to disclose enough about the issue, including how it might unfold in the future. The court soundly rejected this theory, holding that Brunswick fulfilled its obligation to fairly disclose the issue in sufficient detail for the buyers to perform their own independent investigation.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Nilofer Umarhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngNilofer Umar2025-08-04 10:20:592025-08-08 16:23:17Gutterball Claims: Delaware Court Rejects Contract and Fraud Claims in the Face of Fair Disclosures
On June 17, 2025, the Delaware Supreme Court for the second time in six months reversed a post-trial damages award against an acquiring company accused of aiding and abetting breaches of fiduciary duty by target company management. The June 17 decision is In re Columbia Pipeline Group, Inc., Merger Litigation, 2025 WL 1693491 (Del. June 17, 2025). The earlier decision is In re Mindbody, Inc. Stockholder Litigation, 332 A.3d 349 (Del. 2024).
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2025/05/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_4.jpg606833Robin E. Wechkinhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngRobin E. Wechkin2025-07-28 09:05:352025-09-30 12:46:39With a Fresh Look at the Facts in Columbia Pipeline, the Delaware Supreme Court Continues to Narrow Aiding and Abetting Liability for Acquirers
“The limited liability company affords great flexibility to those who adopt it to organize their enterprise. Many take advantage of that flexibility by drafting a bespoke limited liability company agreement. But if that agreement is contradictory or confusing, flexibility begets friction.” – Vice Chancellor Zurn, Holzbaur v. Trolley Square Hospitality, LLC (Del. Ch. June 4, 2025)
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00James Heyworthhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJames Heyworth2025-07-21 09:02:322025-09-30 12:47:14With Great Flexibility Comes Great Responsibility (to Draft LLC Agreements Carefully)
Holly Gregory and Claire Holland have authored the United States chapter of Panoramic – Corporate Governance 2025, an annual summary of key corporate governance practices in 18 jurisdictions worldwide. Topics addressed in the chapter include: sources of governance rules and practice, shareholders’ rights, duties and liability, anti-takeover devices, board structures, legal duties of the board, and disclosure and reporting requirements. Holly Gregory has served as the contributing editor since 2015.
On May 28, 2025, the Fourth Circuit in Towers Watson & Co. v. National Union Fire Insurance Co. affirmed the denial of D&O liability insurance coverage to Towers Watson in connection with its 2015 merger with Willis Group. This marked the Fourth Circuit’s second opinion in the case since 2023, each time issuing significant rulings on the “bump-up” exclusion in D&O policies. Reflecting the principle that D&O policies are not deal warranty insurance, the bump-up exclusion bars coverage for awards or settlements on claims that a company overpaid or received too little in a merger or similar transaction.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Jodi E. Lopezhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJodi E. Lopez2025-07-08 09:08:382025-09-30 12:47:35Fourth Circuit Paves a Bumpier Path to Post-Deal D&O Coverage
On June 20, 2025, Texas Governor Greg Abbott signed House Bill 40 (H.B. 40), making changes to Texas’s business court. H.B. 40 signals the state’s growing commitment to its newly created business court. While the business court began to hear cases last year, the amendments reflected in H.B. 40 modify key aspects of the court’s jurisdictional scope and procedural structure, reflecting the legislature’s confidence in the court. As the business court takes on a larger role in the Texas legal landscape, attorneys should take this opportunity take a fresh look at the strategic opportunities that the business court presents.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2024/10/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_11.jpg606833Angela C. Zambranohttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngAngela C. Zambrano2025-06-25 11:41:162025-06-25 11:41:16Texas Legislature Continues to Tweak the Business Court Formula
While the number of overall shareholder activism campaigns cooled in the 2025 proxy season compared to years past, the season has been marked by its fair share of fireworks and headlines, as well as unique events and disruptions. The season has also provided many lessons for companies as we look ahead to the 2026 proxy season.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Kai H.E. Liekefetthttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngKai H.E. Liekefett2025-06-23 10:55:012025-06-23 10:55:01Fewer Campaigns, but Much to Observe from the 2025 Proxy Season
Gutterball Claims: Delaware Court Rejects Contract and Fraud Claims in the Face of Fair Disclosures
In a recent post-trial opinion in BBP Holdco, Inc. v. Brunswick Corporation, the Delaware Superior Court addressed an unusual M&A dispute. After a spin off of one of Brunswick’s bowling divisions, the buyers claimed that they had been defrauded not because Brunswick failed to disclose an ongoing regulatory issue, but because Brunswick allegedly failed to disclose enough about the issue, including how it might unfold in the future. The court soundly rejected this theory, holding that Brunswick fulfilled its obligation to fairly disclose the issue in sufficient detail for the buyers to perform their own independent investigation.
(more…)
Nilofer Umar
Chicago
numar@sidley.com
Kendra L. Stead
Heather Benzmiller Sultanian
Chicago
hsultanian@sidley.com
William J. Lawrence
Chicago
bill.lawrence@sidley.com
With a Fresh Look at the Facts in Columbia Pipeline, the Delaware Supreme Court Continues to Narrow Aiding and Abetting Liability for Acquirers
On June 17, 2025, the Delaware Supreme Court for the second time in six months reversed a post-trial damages award against an acquiring company accused of aiding and abetting breaches of fiduciary duty by target company management. The June 17 decision is In re Columbia Pipeline Group, Inc., Merger Litigation, 2025 WL 1693491 (Del. June 17, 2025). The earlier decision is In re Mindbody, Inc. Stockholder Litigation, 332 A.3d 349 (Del. 2024).
Robin E. Wechkin
Seattle
rwechkin@sidley.com
With Great Flexibility Comes Great Responsibility (to Draft LLC Agreements Carefully)
“The limited liability company affords great flexibility to those who adopt it to organize their enterprise. Many take advantage of that flexibility by drafting a bespoke limited liability company agreement. But if that agreement is contradictory or confusing, flexibility begets friction.” – Vice Chancellor Zurn, Holzbaur v. Trolley Square Hospitality, LLC (Del. Ch. June 4, 2025)
(more…)
James Heyworth
New York
jheyworth@sidley.com
Panoramic – Corporate Governance 2025
Holly Gregory and Claire Holland have authored the United States chapter of Panoramic – Corporate Governance 2025, an annual summary of key corporate governance practices in 18 jurisdictions worldwide. Topics addressed in the chapter include: sources of governance rules and practice, shareholders’ rights, duties and liability, anti-takeover devices, board structures, legal duties of the board, and disclosure and reporting requirements. Holly Gregory has served as the contributing editor since 2015.
(more…)
Holly J. Gregory
New York
holly.gregory@sidley.com
Claire H. Holland
Chicago
cholland@sidley.com
Fourth Circuit Paves a Bumpier Path to Post-Deal D&O Coverage
On May 28, 2025, the Fourth Circuit in Towers Watson & Co. v. National Union Fire Insurance Co. affirmed the denial of D&O liability insurance coverage to Towers Watson in connection with its 2015 merger with Willis Group. This marked the Fourth Circuit’s second opinion in the case since 2023, each time issuing significant rulings on the “bump-up” exclusion in D&O policies. Reflecting the principle that D&O policies are not deal warranty insurance, the bump-up exclusion bars coverage for awards or settlements on claims that a company overpaid or received too little in a merger or similar transaction.
(more…)
Jodi E. Lopez
Los Angeles
jlopez@sidley.com
Maseeh Moradi
Chicago
mmoradi@sidley.com
Texas Legislature Continues to Tweak the Business Court Formula
On June 20, 2025, Texas Governor Greg Abbott signed House Bill 40 (H.B. 40), making changes to Texas’s business court. H.B. 40 signals the state’s growing commitment to its newly created business court. While the business court began to hear cases last year, the amendments reflected in H.B. 40 modify key aspects of the court’s jurisdictional scope and procedural structure, reflecting the legislature’s confidence in the court. As the business court takes on a larger role in the Texas legal landscape, attorneys should take this opportunity take a fresh look at the strategic opportunities that the business court presents.
(more…)
Angela C. Zambrano
Dallas
azambrano@sidley.com
Natali Wyson
Dallas
nwyson@sidley.com
Chelsea A. Priest
Dallas
cpriest@sidley.com
Fewer Campaigns, but Much to Observe from the 2025 Proxy Season
While the number of overall shareholder activism campaigns cooled in the 2025 proxy season compared to years past, the season has been marked by its fair share of fireworks and headlines, as well as unique events and disruptions. The season has also provided many lessons for companies as we look ahead to the 2026 proxy season.
(more…)
Kai H.E. Liekefett
New York
kliekefett@sidley.com
Derek Zaba
Palo Alto, New York
dzaba@sidley.com
Leonard Wood
Houston
lwood@sidley.com
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