Baker McKenzie M&A partner Piotr (“Pete”) Korzynski has published an article in The M&A Lawyer exploring how the “Dexit” debate impacts merger agreement drafting and governing law decisions.
In the article, Pete examines the ongoing Dexit debate over whether corporations should move away from Delaware as their state of incorporation and its implications for merger agreement drafting, highlighting that distinct contractual considerations apart from incorporation considerations leave Delaware as the governing law and dispute forum of choice for merger agreements.
Drawing on recent deal data, Pete notes that even transactions involving Texas or Nevada target corporations often continue to rely on Delaware law for acquisition agreements. Pete explains why parties might make this seemingly counterintuitive choice even after going through a Dexit, with parties likely citing well-worn concepts from that same debate – like Delaware’s well‑developed jurisprudence, predictable interpretation and the experience of the Delaware Court of Chancery in resolving complex transaction disputes – but applied specifically to contracts rather than incorporation and corporate internal affairs.
And the ultimate result? A Dexit becomes a "Dentry."
Read the full article: From "Dexit to "Dentry": Merger Agreement Drafting Amid the Dexit Debate.