SS M&A Litigation Outlook - Flipbook - Page 3
The outlook for 2021
One year ago, when we were finalizing our outlook
for 2020, the world was in the early throes of the
COVID-19 pandemic. While we anticipated that
2021 would bring many new challenges, few, if
any, of us predicted at the time that we still would
be struggling with the pandemic in our daily lives
one year later.
Despite the challenges the COVID-19 pandemic
presented to the legal profession – including
early court closures, the rise of “virtual” legal
proceedings, and the financial hardships faced by
clients in numerous industry sectors – courts have
continued to resolve key corporate governance
issues, some familiar and some new.
Our quarterly coverage demonstrates the
broad array of topics and issues the courts
have dealt with this past year, ranging from the
continued impact of Marchand v. Barnhill on
Caremark claims, to the evolution of Section 220
jurisprudence, to the continued refinement of the
law governing fiduciary duties in the context of
complex M&A transactions. Over the past year, our
coverage has highlighted four important trends.
1. Courts addressed the impact of COVID-19 in a
variety of legal and factual contexts, with two
significant decisions on the impact of COVID-19
on M&A transactions coming just before the end
of the year.
2. Delaware courts continued to develop the body
of law related to key stockholder rights, including
Section 220 books and records demands, and
appraisal actions under Section 262.
3. Delaware courts further refined core corporate
governance doctrines, with a focus on the
rights and responsibilities of minority and
controlling stockholders, the role of the board
of directors in complex M&A transactions, and
the revitalization of duty of oversight claims.
Ryan M. Philp
Editor, Partner
New York
T +1 212 918 3034
Ryan.philp@hoganlovells.com
Michael Hefter
Partner
New York
T +1 212 918 3032
Michael.hefter@hoganlovells.com
4. Courts in Delaware and California have
confirmed the viability of federal forum
provisions in company charters.
We hope that you find the remainder of this 2021
outlook a useful tool. We continue to send our
best wishes to our clients, friends, and families,
and we hope that 2021 will bring a return to some
measure of normalcy.
William (Bill) M. Regan
Partner
New York
T +1 212 918 3060
William.regan@hoganlovells.com
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