Morton Pierce

Morton Pierce

White & Case LLP

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Latest Publications


No Auction Required – Delaware Supreme Court Affirms Board Flexibility under Revlon

Ruling that an active solicitation process is not necessarily required for a target board of directors to satisfy its fiduciary duties in a change of control transaction, the Delaware Supreme Court overturned a preliminary...more

12/22/2014 - Auction Board of Directors Energy Sector Fiduciary Duty General Solicitation Injunctions Merger Agreements Revlon Standard Shareholder Litigation

Delaware Court Decides Damages in Breach of Fiduciary Duty Aiding and Abetting Case

In March 2014, Vice Chancellor Laster of the Court of Chancery of the State of Delaware issued an opinion finding Rural/Metro Corporation’s lead financial advisor liable for aiding and abetting breaches of fiduciary duty by...more

10/27/2014 - Aiding and Abetting Breach of Duty Fiduciary Duty

In the Rural/Metro Decision, Delaware Court Emphasizes Conflicts of Interest in Finding Breaches of Fiduciary Duties

Citing various conflicts of interests involving management, board members and financial advisors, Vice Chancellor Laster of the Delaware Court of Chancery found that the Board of Directors of Rural/Metro Corporation (“Rural”)...more

3/12/2014 - Aiding and Abetting Board of Directors Breach of Duty Conflicts of Interest Fiduciary Duty

Delaware Supreme Court Confirms Liability for Failure to Negotiate in Good Faith

On appeal from the Delaware Court of Chancery, the Delaware Supreme Court, in SIGA Technologies, Inc. v. PharmAthene, Inc., recently held that an agreement to negotiate in good faith in accordance with a term sheet is an...more

6/6/2013 - Incorporation License Agreements Mergers Negotiations Terms and Conditions

Delaware Court of Chancery Finds Business Judgment Rule Review Standard Applicable to Controlling Stockholder Merger Conditioned...

A recent decision of the Delaware Court of Chancery, In re MFW Shareholder Litigation, held that the business judgment rule standard of review applies in cases where a going-private transaction has been conditioned on both...more

6/5/2013 - Board of Directors Business Judgment Rule Controlling Stockholders Corporate Governance Going-Private Transactions Shareholders Stocks

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