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Chancery Court Holds That Squeezed Out Stockholders Lack Standing to Compel Inspection under DGCL § 220

On February 27, 2017, the Delaware Court of Chancery addressed an important matter of first impression under Delaware law: "Must a plaintiff seeking corporate records under Section 220 of the Delaware General Corporation Law...more

Big Changes Could Be Coming in Class Action Litigation

On February 10, 2017, U.S. Rep. and House Judiciary Committee Chairman, Bob Goodlatte (R-Va), introduced a new version of his Fairness in Class Action Litigation Act of 2017 (H.R. 985) (the "Act"). The Act, while bearing the...more

Chancery Court Denies Motion to Dismiss Fiduciary Duty Claims Where Directors Approved Merger That Extinguished Threatened...

On July 28, 2016, the Delaware Court of Chancery held that stockholders of Riverstone National, Inc. had adequately stated a breach of fiduciary duty claim against the company's directors who approved a merger that...more

The Ever-Increasing Importance of the Shareholder Vote: Delaware Chancery Court Extends Corwin to Two-Step Mergers under DGCL §...

On June 30, 2016, the Delaware Chancery Court extended the Supreme Court’s holding in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), to two-step mergers under DGCL § 251(h). The Chancery Court concluded that...more

Taking Action That Affects The Shareholder Vote? Expect the "Gimlet Eye"

On May 19, 2016, the Delaware Chancery Court preliminarily enjoined the directors of Cogentix Medical from reducing the size of the company's board because, under the facts presented, there was a reasonable probability that...more

Delaware Supreme Court Reaffirms KKR, But Sounds Cautionary Note to Gatekeepers

On May 6, 2016, the Delaware Supreme Court affirmed the Delaware Chancery Court's ruling that Zale Corporation's sale to Signet Jewelers withstood scrutiny under the business judgment rule because the transaction was approved...more

Challenges to Going-Private Mergers Just Got Tougher in New York

In a landmark decision on May 5, 2016, the New York Court of Appeals held that challenges to going-private mergers where there is a controlling stockholder must be reviewed under the deferential business judgment rule rather...more

Chancery Court Reaffirms There Is No Magic Number for "Control" Status

On February 29, 2016, the Delaware Court of Chancery denied a motion to dismiss fiduciary duty claims against certain current and former directors of Halt Medical and a 26% stockholder, American Capital, arising out of a...more

SEC Speaks – What to Expect in 2016

The leaders of the Securities and Exchange Commission (“SEC” or “Commission”) addressed the public on February 19-20 at the annual SEC Speaks conference in Washington, D.C. The presentations covered an array of topics, but...more

In Trulia, Chancery Court Continues Crack Down on Disclosure-Only Settlements

It's a familiar story in M&A transactions. A merger is announced and, within days, the plaintiffs' bar scrambles to file suits on behalf of the selling company's stockholders, alleging that the seller's board agreed to an...more

Gatekeepers No More: Delaware Supreme Court Clarifies Scope of Potential Financial Advisor Liability In M&A Sales Transactions

On November 30, 2015, the Delaware Supreme Court issued a 107-page opinion affirming the Court of Chancery's post-trial decisions in In re Rural/Metro Corp. Stockholders Litigation. In the lower court, Vice Chancellor Laster...more

The Growing Power of Fair Price and Process in Delaware Appraisal Actions

On October 21, 2015, the Delaware Court of Chancery issued a post-trial opinion in an appraisal action in which it yet again found that the merger price was the most reliable indicator of fair value. Vice Chancellor...more

Three Recent Delaware Decisions Highlight the Importance of Director Independence and Risks for M&A Financial Advisors

On September 28 and October 1, 2015, the Delaware Court of Chancery issued decisions in Caspian Select Credit Master Fund Limited v. Gohl, C.A. No. 10244-VCN and In re Zale Corporation Stockholders Litigation, C.A. No....more

Merger Price and Process Win the Day Yet Again In Delaware Appraisal Action

On June 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it yet again rejected a dissenting shareholder’s attempt to extract consideration for its shares above the merger price through appraisal...more

Delaware Supreme Court Clarifies That Section 102(b)(7) Charter Provisions May Be Basis For Dismissal At The Pleading Stage In...

On May 14, 2015, the Delaware Supreme Court clarified that, even in conflict-of-interest transactions subject to "entire fairness" review, breach of fiduciary duty claims against independent, disinterested directors should be...more

The Importance of Merger Price and Process In Delaware Appraisal Actions

On April 30, 2015, the Delaware Court of Chancery issued a post-trial opinion in which it rejected an attempt by dissenting shareholders to extract extra consideration for their shares above the merger price through appraisal...more

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