Katherine Henderson

Katherine Henderson

Wilson Sonsini Goodrich & Rosati

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New Delaware Decisions Provide Strong Support for Independent Board Decisions in the Sale of a Company

On December 19, 2014, the Delaware Supreme Court, in C&J Energy Services, Inc. v. City of Miami General Employees' & Sanitation Employees' Retirement Trust, issued a strongly worded decision refusing to enjoin a change of...more

12/24/2014 - Auction Board of Directors C&J Energy En Banc Review Fiduciary Duty Injunctions Merger Agreements Revlon Standard Solicitation

The Fate of Delaware "Fee-Shifting" Bylaws

A topic of considerable controversy within the corporate community over the past two months has been the possibility of adopting a "fee-shifting" provision in the bylaws of Delaware corporations. Depending on how it is...more

7/14/2014 - Attorney's Fees Board of Directors Bylaws Corporate Governance Fee-Shifting Statutes

Delaware Supreme Court Endorses "Fee-Shifting" Bylaw in Certified Question of Law

On May 8, 2014, the Delaware Supreme Court provided an en banc answer to a certified question of law from the U.S. District Court for the District of Delaware captioned ATP Tour, Inc. v. Deutscher Tennis Bund, concluding that...more

5/12/2014 - Board of Directors Corporate Governance Delaware General Corporation Law Fee-Shifting Statutes

In a Decision of First Impression, Delaware Court of Chancery Denies Third Point's Motion to Enjoin Sotheby's Novel Poison Pill

On May 2, 2014, Vice Chancellor Donald Parsons of the Delaware Court of Chancery issued a significant decision in the litigation brought by Daniel Loeb's hedge fund, Third Point LLC, challenging Sotheby's stockholder rights...more

5/8/2014 - Injunctions Poison Pill Shareholder Rights Shareholders Sothebys

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

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