Herbert Kozlov

Herbert Kozlov

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Delaware Court of Chancery Applies Business Judgment Rule to Directors Who Approve Merger Supported by Large Shareholders

In its October 24, 2014, decision in In re Crimson Exploration Inc. Stockholder Litigation, C.A. No. 8541, the Delaware Court of Chancery confirmed that the business judgment rule is applicable in evaluating claims for breach...more

11/21/2014 - Breach of Duty Business Judgment Rule Conflicts of Interest Controlling Stockholders Directors Oil & Gas Shareholder Litigation Shareholders Stock-for-Stock Merger

Delaware Court Confirms Applicability of Business Judgment Rule to Investment Decisions of Insolvent Corporations

In its October 1, 2014 decision in Quadrant Structured Prods. Co. v. Vertin, et al., C.A. No. 6990, the Delaware Court of Chancery applied the protections afforded under the business judgment rule to investment strategies...more

10/24/2014 - Board of Directors Business Judgment Rule Creditors Derivative Complaint Fairness Standard Insolvency Investment Portfolios Transfer of Assets

Delaware Supreme Court Approves Fee-Shifting Bylaw for Non-Stock Corporations - The Court’s Reasoning Suggests These Provisions...

In its May 8, 2014 decision in ATP Tour, Inc. v. Deutscher Tennis Bund, No. 534, 2013, --- A.3d ----, 2014 WL 1847446 (Del. May 8, 2014), the Delaware Supreme Court may have opened the door to the adoption by Delaware...more

5/20/2014 - Board of Directors Bylaws Delaware General Corporation Law Directors Fee-Shifting Statutes Officers Shareholder Litigation Shareholders

Delaware Supreme Court Affirms Criteria for Applying the Business Judgment Rule to Controlling Stockholder Going-Private...

In Kahn, et al. v. M & F Worldwide Corp., et al., 2014 WL 996270 (Del. Mar. 14, 2014), the Delaware Supreme Court unanimously affirmed that, when certain procedural safeguards are implemented at the outset of negotiations, a...more

3/27/2014 - Business Judgment Rule Controlling Stockholders MFW Minority Shareholders Shareholder Litigation Shareholders

Financial Advisor Found Liable for Aiding and Abetting Director Breaches of Fiduciary Duties in Connection With Cash-Out Merger -...

In a 91-page post-trial decision, Chancellor Travis Laster found RBC Capital Markets LLC (“RBC”) liable for aiding and abetting breaches of fiduciary duty in connection with RBC’s role as a financial advisor in the 2011 $438...more

3/17/2014 - Aiding and Abetting Banks Board of Directors Breach of Duty Canada Fiduciary Duty Professional Liability

New York Court Holds That Revlon Standards Are Not Triggered In A Stock-for-Stock Merger Where No Change of Control Results

The recent decision in Badowski v. Corrao, No. 652986/2011, NYLJ 1202642854864 (Sup. Ct. N.Y. County, Commercial Division), is a timely application by a New York court of the limitations of so-called Revlon duties to...more

2/24/2014 - Mergers Proxy Statements Revlon Standard Stocks

'All' Means All: The Attorney-Client Privilege and Corporate Mergers in Delaware

On November 15, 2013, in an opinion by Chancellor Strine, the Delaware Court of Chancery held that, under Delaware law, following a corporate merger, the attorney-client privilege passes to the surviving corporation unless...more

11/21/2013

Delaware Court of Chancery Upholds Validity of Forum Selection Bylaws

On June 25, 2013, in a judicial development that should ease the burden of multi-jurisdiction litigation, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery held that forum selection bylaws adopted by the...more

7/23/2013 - Bylaws Forum Forum Selection Clause Forum Shopping Jurisdiction Multidistrict Litigation

Landmark Case – In re MFW Shareholders Litigation – to be Appealed

On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued a decision that could potentially impact the structure of future going-private mergers by controlling stockholders....more

7/9/2013 - Appeals Going-Private Transactions Mergers MFW Shareholders

Delaware Court Permits Shareholder Damages Suit Against Novell Inc. Board To Continue - Alleged Lack of Board Impartiality in...

In a January 3, 2013 decision, the Delaware Court of Chancery declined to dismiss a shareholder class action lawsuit that claimed the Board of Novell Inc. breached its fiduciary duty in allowing a $2.2 billion sale of Novell...more

1/11/2013 - Aiding and Abetting Bad Faith Board of Directors Class Action Duty to Disclose Fiduciary Duty Patents Shareholder Litigation

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