Christopher Chuff

Christopher Chuff

Pepper Hamilton LLP

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Delaware Supreme Court Preserves Benefit of Exculpatory Provisions for Independent Directors at Motion to Dismiss Stage

A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more

5/22/2015 - Bad Faith Controlling Stockholders Exculpatory Clauses Fiduciary Duty Independent Director Minority Shareholders Motion to Dismiss

In Omnicare, Supreme Court Draws Distinction Between Factual Misstatements and Factual Omissions in Setting Standards for...

On March 24, the U.S. Supreme Court handed down its landmark decision in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund. The Court vacated the U.S. Court of Appeals for the Sixth Circuit’s...more

4/3/2015 - Issuers Material Misstatements Omnicare Omnicare v Laborers District Council Registration Statement SCOTUS Section 11 Securities Act of 1933

When a Minority Stockholder May Be Deemed a Controller

In just the past three months, the Delaware Court of Chancery has issued four opinions (In re KKR Financial Holdings LLC Shareholder Litigation, Consol. C.A. No. 9210-CB; In re Crimson Exploration Stockholder Litigation, C.A....more

1/9/2015 - Board of Directors Controlling Stockholders Derivative Suit Energy Sector Minority Shareholders Shareholder Litigation Shareholders

U.S. Supreme Court Scrutinizes Three Proposed Standards for Determining Section 11 Liability for Statements of Opinion or Belief

On Monday, November 3, 2014, the U.S. Supreme Court held oral argument in Omnicare, Inc. v. Laborers District Council Construction Industry Pension Fund, No. 13-435. As noted in our previous client alert regarding this case,...more

11/19/2014 - Certiorari Corporate Issuers Evidence False Statements Federal Rules of Civil Procedure Omnicare v Laborers District Council Reasonableness Factors SCOTUS Section 11 Securities Act of 1933

Delaware Non-Stock Corporations May Adopt Bylaws That Shift Fees To Unsuccessful Plaintiffs In Intra-Corporate Litigation

On May 8, 2014, the Delaware Supreme Court held that, under Delaware law, fee-shifting provisions in non-stock corporations’ bylaws can be valid and enforceable (“facially valid”) and may be enforced if not adopted or...more

5/12/2014 - American Rule Board of Directors Bylaws Fee-Shifting Statutes

2014 Proposed Amendments To Delaware’s Alternative Entity Acts

On April 17, the Corporation Law Section of the Delaware State Bar Association proposed amending the Delaware Revised Uniform Partnership Act, 6 Del. C. §§ 15-101, et seq. (DRUPA), the Delaware Revised Uniform Limited...more

4/28/2014 - Delaware Limited Liability Company Act Limited Partnerships Partnerships Proposed Amendments

2014 Proposed Amendments To Delaware General Corporation Law

On April 17, the Corporation Law Section of the Delaware State Bar Association proposed amending the Delaware General Corporation Law, 8 Del. C. §§ 1-101, et seq. (the DGCL). If the proposed legislation is enacted, the...more

4/25/2014 - Board of Directors Corporate Counsel Corporate Governance Delaware General Corporation Law Proposed Amendments Shareholders Written Consent

Delaware Supreme Court Confirms That Appropriate Procedural Safeguards Will Result In Business Judgment Review Of Going-Private...

In a 2013 decision, the Delaware Court of Chancery ruled that the business judgment standard of review should apply to a going-private transaction where certain procedural safeguards were implemented to protect minority...more

3/17/2014 - Business Judgment Rule Minority Shareholders Shareholder Litigation Shareholders Summary Judgment

U.S. Supreme Court To Decide Whether Companies And Directors Can Be Held Liable For False Opinions Or Beliefs In Registration...

On March 3, 2014, the United States Supreme Court granted certiorari to review the Sixth Circuit’s decision in Indiana State District Council of Laborers v. Omnicare, 719 F.3d 498 (6th Cir. 2013), to determine whether an...more

3/13/2014 - Board of Directors Directors Personal Liability Professional Liability SCOTUS

Directors Designated By Venture Capitalists And Other Preferred Stockholders Need To Be Mindful Of Inherent Conflicts: In re...

A recent post-trial decision by Vice Chancellor J. Travis Laster of the Delaware Court of Chancery puts directors serving as designees of preferred investors on notice that they must attempt to maximize value for common...more

9/5/2013 - Breach of Duty Common Stock Conflicts of Interest Fiduciary Duty Liability Preferred Shares Venture Capital

Delaware Court Of Chancery Applies Business Judgment Rule To Controlling Shareholder Going-Private Transaction

On May 29, 2013, In In re MFW Shareholders Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013), the Court of Chancery decided a novel question of law, holding that the business judgment rule applies to a controlling...more

6/4/2013 - Business Judgment Rule Going-Private Transactions Investors Shareholder Litigation Shareholders

2013 Proposed Amendments To Delaware General Corporation Law

On March 20, 2013, legislation proposing to amend the Delaware General Corporation Law, 8 Del. C. §§ 1-101, et. seq. (DGCL) was submitted to the Corporation Law Section of the Delaware State Bar Association. If the proposed...more

3/26/2013 - Benefit Corporations Board of Directors Corporate Governance Proposed Amendments Safe Harbors Shelf Corporations

Proposed Legislation Addresses Delaware’s LLC Default Fiduciary Duty Debate

On March 20, 2013, legislation proposing to amend the Delaware Limited Liability Company Act, 6 Del. C. §§ 18-101, et. seq. (DLLCA) was submitted to the Corporation Law Section of the Delaware State Bar Association. If the...more

3/26/2013 - Fiduciary Duty LLC Proposed Legislation

Private Equity Fund Considerations In Light Of Delaware’s LLC Debate

Originally published in Private Equity and Contract Law360 on February 20, 2013. Partners of private equity funds and other investment partnerships should take notice of recent Delaware court decisions that have created...more

2/25/2013 - Fiduciary Duty Limited Partnerships LLC LLC Agreements Private Equity Funds

Delaware Court Of Chancery Clarifies The Enforceability Of ‘Don’t Ask, Don’t Waive’ Provisions In Standstill Agreements

On December 17, 2012, in In re Ancestry.com Inc. S’holder Litig., C.A. No. 7988-VS (Del. Ch. Dec. 17, 2012), the Delaware Court of Chancery issued a bench ruling addressing a recent decision enjoining enforcement of a “Don’t...more

1/11/2013 - Board of Directors Don't Ask - Don't Waive Fiduciary Duty Standstill Agreements

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