Vice Chancellor Tamika R. Montgomery-Reeves of the Delaware Court of Chancery (the “Court”) issued a Memorandum Opinion on January 4, 2017, dismissing a lawsuit arising from a short-form merger involving United Capital...more
2/10/2017
/ Appraisal ,
Breach of Duty ,
Class Action ,
Corporate Counsel ,
Duty to Disclose ,
Mergers ,
Pleadings ,
Remedies ,
Shareholder Litigation ,
Shareholders ,
Short-Form Mergers
In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more
11/11/2016
/ Acquisitions ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Corporate Dissolution ,
Fiduciary Duty ,
Mergers ,
Revlon ,
Right of First Refusal ,
Sale of Assets ,
Shareholder Approval ,
Shareholders' Agreements
In a recent decision out of the Delaware Court of Chancery – Friedman v. Maffei et al., C.A. No. 111105-VCMR – the court’s second-newest member, Vice Chancellor Montgomery-Reeves, dismissed a proposed derivative complaint on...more
5/6/2016
/ Board of Directors ,
Breach of Duty ,
Change in Control ,
Demand Futility ,
Derivative Suit ,
Expedia ,
Fiduciary Duty ,
Qualified Restricted Stock Units (RSUs) ,
Shareholder Demands ,
Shareholder Litigation ,
TripAdvisor ,
Vesting
Corporate directors routinely make decisions regarding their own compensation. If challenged by stockholders, such decisions are generally reviewed by Delaware courts under the onerous "entire fairness" standard, which...more
6/5/2015
/ Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Compensation Committee ,
Directors ,
Equity Compensation ,
Executive Compensation ,
Fairness Standard ,
Fiduciary Duty ,
Incentive Compensation ,
Ratification ,
Restricted Stocks ,
Shareholder Votes ,
Standard of Review