Below is our Corporate / M&A decisions update covering decisions in the second quarter of 2024. Decisions from the Delaware Court of Chancery this quarter included further development of the jurisprudence around the validity of stockholder agreements following the Moelis decision (Wagner v. BRP Group Inc.), analysis of claims in connection with an earn-out provision (Trifecta Multimedia Holdings), dismissal of breach of fiduciary duty claims in connection with a SPAC transaction analyzed under the “entire fairness” standard (In re Hennessy Capital), and interpretation of the scope of application for arbitration agreements (BuzzFeed Media Enterprises). In addition, the U.S. Court of Appeals for the Third Circuit affirmed a dismissal of a shareholder derivative suit against board members and current and former officers of Cognizant Technology Solutions Corporation.
Source: Q2 2024 Quarterly Corporate / M&A decisions updates