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Delaware Supreme Court Affirms Application of Business Judgment Review to Merger with Controlling Stockholder

In Kahn v. M&F Worldwide Corp, the Delaware Supreme Court unanimously affirmed the Court of Chancery's 2013 decision that a going-private merger with a controlling stockholder may be subject to the deferential business...more

3/18/2014 - Board of Directors Business Judgment Rule Controlling Stockholders Minority Shareholders Shareholders

Delaware Court of Chancery Finds Financial Advisor Liable for Aiding and Abetting Breaches of Fiduciary Duty

In a much-anticipated, 91-page post-trial opinion issued on March 7, 2014, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery held in In re Rural Metro Corporation Stockholders Litigation that the lead...more

3/14/2014 - Aiding and Abetting Board of Directors Breach of Duty Fiduciary Duty Professional Liability

Delaware Court of Chancery Grants Summary Judgment in Favor of Defendants with Respect to Acquisition of Answers.com

On February 3, 2014, Vice Chancellor John Noble of the Delaware Court of Chancery granted summary judgment in favor of defendants, dismissing a class action lawsuit arising out the acquisition of Answers Corporation (Answers)...more

2/11/2014 - Acquisitions Bad Faith Summary Judgment Websites

The Growth of Appraisal Litigation in Delaware

Numerous commentators and academics have written about the growth of M&A litigation over the last several years. Less noticed, but perhaps more significant, has been the growing tendency of institutional and other large...more

11/19/2013 - Appraisal Appraisal Clauses Corporate Counsel Mergers

Delaware Court of Chancery Issues Post-Trial Decision in Trados

On August 16, 2013, the Delaware Court of Chancery issued a much-anticipated post-trial decision in In Re Trados Incorporated Shareholder Litigation, holding that the sale of Trados to SDL was entirely fair to the Trados...more

8/21/2013 - Fiduciary Duty

Fifth Circuit Affirms Dismissal of Stockholder Complaint as Derivative Following Merger

On August 12, 2013, the U.S. Court of Appeals for the Fifth Circuit affirmed the dismissal of a lawsuit contending that alleged controlling stockholders of Ascension Orthopedics, Inc. had expropriated voting and economic...more

8/15/2013 - Derivative Suit Dismissals Mergers Shareholder Litigation

Delaware Court of Chancery Upholds Validity of Board-Adopted Forum Selection Bylaws

Yesterday, the Delaware Court of Chancery issued a highly anticipated decision upholding the validity of forum selection bylaws adopted by the directors of Chevron Corporation and FedEx Corporation that designate Delaware...more

6/26/2013 - Chevron Corporate Governance FedEx Forum Selection Clause

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