The Delaware Court of Chancery, in Fortis Advisors, LLC v. Allergan WC Holding, Inc., C.A. No. 2019-0159-MTZ, letter op. (Del. Ch. May 14, 2020), found that selling stockholders’ representative, in an action seeking payment of an earnout under a Merger Agreement, was not required to provide discovery from the selling stockholders, and such a requirement was contrary to the Agreement’s representative framework.

NEW:  K&L Gates discusses the decision in Chancery Court Honors Shareholder Representative Provision Holding Selling Stockholders Are Not Real Parties-In-Interest.

Dorsey & Whitney discusses the decision in Delaware Court of Chancery Strictly Construes Shareholder Representative Provision, Complicating Discovery from Shareholders.

Stinson discusses the decision in Shareholder Representative Provision Precludes Discovery From Selling Shareholders.

Morris James discusses the decision in Chancery Finds Stockholder Representative Did Not Control Former Stockholders’ Discoverable Material.

Sheppard Mullin discusses the decision in Delaware Court of Chancery Strictly Construes Right to Discovery of Stockholders Represented By a Contractually Created “Shareholder Representative”.

Francis Pileggi discusses the decision in Chancery Rules on Real-Party-In-Interest Issue.