Erik A. Lopez

SEPTEMBER 3, 2015

On August 19, 2015 , the Delaware Court of Chancery issued an opinion in Kerbawy v. McDonnell that addressed how holders of a majority of a company’s shares should take control of a board of directors by executing written consents. The case involved interpretation of Section 228 of the Delaware General Corporation Law , which provides that, unless otherwise set forth in a corporation’s certificate of incorporation, shareholders may act by written consent upon any action that may

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Erik A. Lopez

AUGUST 31, 2015

Like the classic game Operation, ® asset purchase transactions require parties to take great care in extracting just what they want. However, successful asset sales require quite a bit more than a pair of tweezers and steady hands. Among other things, they require a well-crafted Asset Purchase Agreement (APA). These agreements, at their most basic level, provide for the sale of tangible and intangible assets and liabilities of a seller to a buyer in return for cash or some other form of conside

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