Two Recent Delaware Decisions Provide Practical Guidance for Transactions

Senior Partner Stan Keller authored an article for INSIGHTS examining two year-end 2018 decisions by the Delaware Court of Chancery that provide practical guidance for issues involved in mergers and other transactions. One decision, Himawan v. Cephalon, Inc., provides clarity on the meaning of “commercially reasonable efforts” and similar commonly used standards of efforts. In Brown v. Kellar, the court addressed the effectiveness of corporate authorizing action.