The Delaware Court of Chancery: Focus of Seminar in NYC
The Columbia Law School co-hosts today with Wachtell, Lipton, Rosen & Katz, a symposium entitled: The Delaware Court of Chancery: Change and Continuity. In addition to Justice Jack Jacobs of the...
View ArticleChancery Applies Entire Fairness Standard to Sale of Assets Just Before...
Encite LLC v. Soni, C.A. No. 2476-VCG (Del. Ch. Nov. 28, 2011), read 80-page opinion here. Prior Delaware decisions in this matter have been highlighted on these pages here. Issues Addressed One of the...
View ArticleNoteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme...
Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the seventh year that we are...
View ArticleChancery Denies Request to Enjoin Tender Offer for Biopharmaceutical Company
In Re: Micromet, Inc. Shareholders Litigation, C.A. No. 7197-VCP (Del. Ch. Feb. 29, 2012). Issue Addressed The issue in this case is whether a motion for preliminary injunction should be granted to...
View ArticleShareholders Show Likelihood of Success that El Paso/Kinder Morgan Merger...
Chancellor Strine in In Re El Paso Corporation Shareholder Litigation, Consol. C. A. No. 6949-CS (Del. Ch. Feb. 29, 2012), denied the stockholder plaintiffs request for a preliminary injunction to...
View ArticleDelaware’s Revlon Jurisprudence
Prominent corporate law expert Professor Stephen Bainbridge’s book: Directors as Auctioneers: A Concise Guide to Revlon-Land, was reviewed by Delaware corporate litigator Michael Sirkin, a former clerk...
View ArticleChancery Denies (Again) Injunctive Relief in Challenge to Conflicted Merger...
In re Delphi Financial Group Shareholder Litigation, Cons. C.A. No. 7144 -VCG (Del. Ch. Mar. 6, 2012). This is the third Delaware Court of Chancery decision in as many weeks that denied injunctive...
View ArticleKey Corporate and Commercial Decisions in the 2nd and 3rd Quarters of 2012
Key corporate and commercial decisions that we have highlighted, with commentary, over the last few months (roughly the 2nd and 3rd quarters of 2012), are compiled at the hyperlinks below for the...
View ArticleChancery Ends Experiment in Litigation Financing
Forsythe v. ESC Fund Management Co. (U.S.), Inc., C.A. 1091-VCL (Del. Ch. Feb. 6, 2013). Issue addressed: Whether the court would allow objectors to the settlement of a derivative suit to guarantee the...
View ArticleChancery Dismisses Revlon Claim in Private Equity Buyout
In re BJ’s Wholesale Club, Inc. S’holders Litig., Cons., C.A. No. 6623-VCN (Del. Ch. Jan. 31, 2013). What this Case is About This case alleged breaches of fiduciary duty in connection with the purchase...
View ArticleChancery Declines to Enjoin Acquisition of Plains Exploration and Production Co.
In Re Plains Exploration & Production Company Stockholder Litigation, Cons., C.A. No. 8090-VCN (Del. Ch. May 9, 2013). Issues Addressed: Were Revlon duties of the board breached due to the absence...
View ArticleChancery Applies Business Judgment Rule to Freezeout by Majority Shareholder
In Re MFW Shareholder Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013). Issue Addressed: What standard of review should apply to a going-private merger conditioned upfront by the controlling...
View ArticleChancery Rejects Revlon Claims in Two Recent Decisions
In Re Morton’s Restaurant Group, Inc. Shareholders Litigation, C. A. No. 7122-CS (Del. Ch. July 23, 2013). This is one of two recent Chancery opinions that dismisses claims that directors did not meet...
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Chancery Discusses Revlon in Context of Granting Option to Sell Company
The Delaware Court of Chancery addressed a bevy of basic corporate litigation principles in the context of claims challenging the actions of directors, and determining which standards of review apply,...
View ArticleChancery finds merger charges against directors can’t penetrate Outerwall’s...
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. In a recent ruling dismissing...
View ArticleDelaware’s Revlon Jurisprudence
Prominent corporate law expert Professor Stephen Bainbridge’s book: Directors as Auctioneers: A Concise Guide to Revlon-Land, was reviewed by Delaware corporate litigator Michael Sirkin, a former clerk...
View ArticleChancery Denies (Again) Injunctive Relief in Challenge to Conflicted Merger...
In re Delphi Financial Group Shareholder Litigation, Cons. C.A. No. 7144 -VCG (Del. Ch. Mar. 6, 2012). This is the third Delaware Court of Chancery decision in as many weeks that denied injunctive...
View ArticleKey Corporate and Commercial Decisions in the 2nd and 3rd Quarters of 2012
Key corporate and commercial decisions that we have highlighted, with commentary, over the last few months (roughly the 2nd and 3rd quarters of 2012), are compiled at the hyperlinks below for the...
View ArticleChancery Ends Experiment in Litigation Financing
Forsythe v. ESC Fund Management Co. (U.S.), Inc., C.A. 1091-VCL (Del. Ch. Feb. 6, 2013). Issue addressed: Whether the court would allow objectors to the settlement of a derivative suit to guarantee the...
View ArticleChancery Dismisses Revlon Claim in Private Equity Buyout
In re BJ’s Wholesale Club, Inc. S’holders Litig., Cons., C.A. No. 6623-VCN (Del. Ch. Jan. 31, 2013). What this Case is About This case alleged breaches of fiduciary duty in connection with the purchase...
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