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The Ninth Circuit has upheld the dismissal of claims made by SPAC investors against executives of a target company, citing the Birnbaum Rule in its decision. This ruling follows a series of significant legal developments, including the Delaware Supreme Court's approval of a $267 million attorney fee award in the Dell/VMware case. Additionally, the Delaware Court of Chancery dismissed a de-SPAC complaint, marking a notable trend in the handling of such cases. The District of Arizona has also granted a motion to dismiss a shareholder derivative suit related to a residential property dealer's de-SPAC merger. These rulings reflect ongoing discussions in the legal community regarding the appropriateness of specific performance as a remedy in contract disputes, with some scholars advocating for it to be the default rather than an exceptional remedy.
"Parties contracting for specific performance of a contract about the governance of a firm should get it" is (imho) exactly the result that most state courts would reach, but Chancery's special sauce is that it writes readable opinions making it seem brave. https://t.co/y1RGzGaHtg
"Parties contracting for specific performance of a contract about the governance of a firm should get it" is (imho) exactly the result that most state courts would reach, but Chancery's special sauce that it writes readable opinions making it seem brave. https://t.co/y1RGzGa9DI
there's been a debate among contracts scholars, I believe, about whether specific performance - rather than monetary damages - should be more of a default than an unusual remedy. don't look now but delaware's headed down that path https://t.co/5EtfSodiVN
