Contests for Corporate Control

Hostile takeover battles, proxy contests, and other contests for corporate control regularly generate litigation in the Court of Chancery and the Supreme Court of Delaware. In many such cases, the litigation turns on the validity of novel tactics that are untested in court. Ross Aronstam & Moritz has litigated major cases in this area through trial, appeal and special statutory proceedings.

Representative Cases

Palisades Growth Capital II, L.P. v. Backer, C.A. No. 2019-0931-JRS (Del. Ch.), aff'd, No. 156, 2020 (Del. 2021)
In re CBS Corporation Litigation, C.A. No. 2018-0342-AGB (Del. Ch. 2018)
Filipowski, et al. v. SilkRoad, Inc., et al., C.A. No. 9890-VCL (Del. Ch. 2015)
Kerbawy v. McDonald, C.A. No. 10769-VCP (Del. Ch. 2015)
Gassis v. Corkery, No. 451, 2014 (Del.)
Policeman's Annuity and Benefit Fund v. DV Realty Advisers, C.A. No. 7204-VCN (Del. Ch.), aff'd, No. 547, 2012 (Del. 2013)
Martin Marietta Materials, Inc. v. Vulcan Materials Company, C.A. No. 7102-CS (Del. Ch.), aff'd, No. 254,2012 (Del. 2012).
Airgas, Inc. v. Air Products and Chemicals, Inc., No. 649,2010 (Del. Nov. 23, 2010)
In re CNX Gas Corp. Shareholders Litigation, C.A. No. 5377-VCL (Del. Ch. May 25, 2010)
In re IAC/InterActiveCorp, C.A. No. 3486-VCL (Del. Ch. 2008), available at 948 A.2d 471
Pershing Square, L.P. v. Ceridian Corp., C.A. No. 2780-CC (Del. Ch. 2007), available at 923 A.2d 810

Articles and Memos

What Presidio Teaches Us About the Matryoshka Doll Structure of M&A Litigation
March 2021
The M&A Lawyer
Voigt v. Metcalf: Delaware Court of Chancery Adopts Innovative Approach to Assessing Allegations of Effective Control
May 2020
The M&A Lawyer
Verition v. Aruba Networks: Some Answers and Some Questions About Market Efficiency in Delaware Courts
May 2019
The M&A Lawyer
Court of Chancery extends M&F Worldwide Framework to Controller/Third Party Transactions
September 2017
The M&A Lawyer
Rural Metro Goes to Dover: Delaware Supreme Court Affirms
January 2016
The M&A Lawyer
The Reinvigorated Exculpation Clause for Independent Directors in Controlled Companies
June 2015
The M&A Lawyer
Mitigating the Risk of M&A Litigation an Old-Fashioned Way: Delaware Law Favoring Stock-for-Stock Mergers
December 2014
The M&A Lawyer