Author: Dane Knudsen

Dane Knudsen

As an associate in Dorsey’s Corporate group, Dane helps clients achieve their business goals through assistance with corporate law matters. Dane’s practice ranges from working with clients on general day-to-day corporate matters to assisting clients with large-scale transactions.

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...