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HTMLMaking “Material Adverse Change” Mean What You Choose It to Mean — Neither More nor Less
Robert E. Burwell, Scott C. Ford; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
April 16, 2014, previously published on April 9, 2014
A recent decision by the Court of Chancery of Delaware provides a reason to pause before agreeing to standard, boilerplate “material adverse change” clauses in purchase agreements. In Osram Sylvania, Inc. v. Townsend Ventures, LLC, the court found that the seller’s failure to meet...

 

HTMLWhen a Special Committee Is Not So Special: Delaware Supreme Court Affirms Decision Holding Controlling Shareholder and Affiliated Directors Liable for More Than $2 Billion Stemming from Related-Party Transaction
Scott C. Ford, Alec Zadek; Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.;
Legal Alert/Article
September 10, 2012, previously published on September 6, 2012
Sometimes, a special committee is not so special. On August, 27, 2012, the Delaware Supreme Court upheld a Chancery Court decision ordering the controlling shareholder of Southern Copper Corporation, formerly Southern Peru Copper Corporation, and its directors affiliated with the controlling...