Author: Chris Bercaw

Chris represents U.S. and foreign companies in complex commercial transactions and their day-to-day legal matters.. Chris is a partner in Dorsey’s Corporate Group and the head of the Corporate Group in Minneapolis. He has spent most of his career practicing law in the United States, but has also lived and worked abroad, including work with a law firm in Mexico City and in Dorsey offices in Brussels and Tokyo.

Delaware Court of Chancery Strictly Construes Shareholder Representative Provision, Complicating Discovery from Shareholders

Following a recent Delaware case, buyers in M&A deals should ensure that their purchase agreements adequately provide for access to information from the seller in case of post-closing disputes. In Fortis Advisors, LLC v. Allergan W.C. Holding, Inc., Vice Chancellor Morgan Zurn ruled that if a buyer consents to a single shareholder representative structure in a merger agreement, the buyer cannot later compel the individual selling shareholders’ participation in discovery as parties in interest.[1] The Fortis decision arose out of...