Article
Delaware Superior Court Confirms Shareholder Representative Standing And Dismisses A Duplicative Implied Covenant Claim
A Delaware Superior Court decision confirms that appointed shareholder representatives have standing to pursue post-closing merger disputes on behalf of selling stockholders, while clarifying when implied covenant claims will be dismissed as duplicative of express contractual obligations. The ruling addresses two recurring issues in M&A litigation: the authority of shareholder representatives and the proper scope of gap-filling doctrines in contract interpretation.
Pierson Ferdinand LLP