The Venture Alley - A blog about business and legal issues important to entrepreneurs, startups, venture capitalists and angel investors.

CONTRIBUTED BYTrent Dykestrent.dykes@dlapiper.com On February 22, 2013, in its Meso Scale Diagnostics, LLC v. Roche Diagnostics GMBH decision, the Delaware Court of Chancery held that a reverse triangular merger is not an assignment by operation of law, meaning that licensor consent is not required for the surviving entity to retain the target company’s rights, benefits and obligations under an existing technology license. For background, in a prior post, we discussed the impact of common M&A structures, as well as the impact of common anti-assignment provisions, on the assignability of contracts of the target company (in other words, whether or not the... More

Last week, the Delaware Court of Chancery issued an interesting opinion where it enjoined a party from prosecuting a proxy contest and proceeding with a hostile bid for its industry competitor as a remedy for breach of the parties’ NDA. This pretty extreme remedy was issued even though the parties did not enter into a standstill agreement. Courtesy of John Reed, a partner in DLA Piper’s Delaware office, below is a brief summary of the case and a few questions raised by this recent decision. The full text of the case is available here: Martin Marietta Materials, Inc. v. Vulcan Materials Co.,... More

CONTRIBUTED BY: John Reed and Anthony Kappus Many existing and startup corporations are considering adding forum-selection provisions to their governing documents requiring shareholder derivative and other intra-corporate lawsuits to be filed with courts in a specified location, or “venue,” often naming the Delaware Court of Chancery as the sole court in which such actions may be filed.  The issue has been the subject of much discussion since the March 2010 Delaware Court of Chancery opinion in In re Revlon, Inc. Shareholders Litigation, suggesting in dicta that corporations are free to adopt charter amendments that designate the jurisdiction for litigation of intra-corporate... More

CONTRIBUTED BYTrent Dykestrent.dykes@dlapiper.com Last week, the Delaware courts (Chancellor Strine) provided some interesting guidance for those concerned about time-limiting reps and warranties in purchase/merger agreements. The issue raised is whether a time-limited rep/warranty combined with express termination language (i.e., a rep/warranty that survives for one year from closing then terminates along with any remedy for breach) effectively operates to shorten the statute of limitations on claims. Courtesy of John Reed, a partner in DLA Piper’s Delaware office, below is a brief summary of the case and a few key takeaways. The full text of the case is available here: GRT, Inc. v. Marathon GTF Technology, Ltd.,... More