Blog

The Delaware Supreme Court reversed Moelis on narrow time-bar grounds. The signal runs deeper than the holding — stockholder agreements have survived the reckoning they looked like they were heading into.

The working-capital peg quietly decides who writes a check at closing. A plain-English walk-through for first-time sellers — and a guide to the four rules that protect you.

Earnouts sound simple but cause more post-closing fights than any other deal term. A founder-friendly walk-through of how earnouts really work, how they go sideways, and what to negotiate before you sign.

The Delaware Supreme Court upheld SB 21 against a constitutional challenge. Here is what the Rutledge opinion tells us about Delaware’s shifting corporate law and what it means for your next deal.

Delaware’s SB 21 overhauled Section 144. Here’s how the new safe harbor changes controlling-stockholder M&A for founders and buyers.