William Chandler

William Chandler

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 Delaware Court of Chancery Finds Two Transactions Were Not Entirely Fair, but Awards No Damages Where the Prices of the...

On September 4, 2014, the Delaware Court of Chancery issued two lengthy post-trial opinions, both authored by Vice Chancellor John W. Noble, finding that recapitalization or restructuring transactions did not satisfy the...more

9/17/2014 - Breach of Duty Damages Fiduciary Duty Recapitalization Restructuring Shareholder Litigation Shareholders Standard of Review

Delaware Court of Chancery Upholds Forum Selection Bylaw That Chose a Non-Delaware Forum Against Facial and As-Applied Challenges

On September 8, 2014, Chancellor Andre G. Bouchard issued a notable decision in City of Providence v. First Citizens BancShares, Inc., upholding—as a matter of facial validity and on an "as-applied" basis at the motion to...more

9/11/2014 - Forum Forum Selection Clause Forum Shopping Jurisdiction

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 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

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 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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