By William Mills

Partner | Corporate

By Christal McCamy

Associate | Corporate

In a recent decision, the Delaware Court of Chancery dismissed breach of fiduciary duty claims asserted by minority unitholders in connection with the acquisition of CityMD by VillageMD.

In dismissing the claims, the Court reinforced the importance of contractual drafting and compliance with the four corners of a mutually agreed contract.

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By Bilal Sayyed

Counsel | Antitrust

The current leadership of the Federal Trade Commission and the Antitrust Division of the Department of Justice have signaled an intention to reject the anti-merger policies of the previous administration. Recent guidance from both antitrust agencies suggests that while mergers and other transactions between significant competitors and certain vertical transactions are likely to undergo a thorough review, most transactions that raise substantive concerns are likely to be allowed to close after the merging parties agree to divestitures or other conditions sufficient to address the potential for competitive harm.

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By Peter Bariso

Special Counsel | Corporate

By Philip Ibarra

Law Clerk | Corporate

On May 9, 2025, in Roofers Local 149 Pension Fund v. Fidelity National Financial, Inc. et al., the Delaware Court of Chancery granted a pre-trial motion to dismiss, even though the claims alleged a conflicted controller transaction subject to entire fairness review.  The Court noted that although application of the entire fairness standard will often preclude a court from granting a motion to dismiss, entire fairness is not “a free pass to trial.”

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By Steven Herman

Senior Counsel | Real Estate

By Christal McCamy

Associate | Corporate

In Behler v. Kai-Shing Tao, the New York Court of Appeals found that the merger clause contained in a limited liability company agreement governed by Delaware law superseded an alleged prior oral agreement between the parties, despite their history of conducting business through oral arrangements.

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