In Vintage Rodeo Parent, LLC v. Rent-A-Center, Inc., C.A. No. 2018-0928-SG (Del. Ch. Mar. 14, 2019), Vice Chancellor Glasscock of the Delaware Court of Chancery found that Rent-A-Center, Inc. (“Rent-A-Center”) properly...more
In a trio of recent appraisal decisions, Delaware courts declined to use the deal price as the best evidence of fair value, instead using discounted cash flow analyses (“DCF”) and the unaffected market price to determine fair...more
On June 9, 2016, a divided New York Court of Appeals in a much-anticipated ruling held that the attorney-client privilege can only be maintained for communications involving third parties in situations where litigation is...more
6/16/2016
/ Attorney-Client Privilege ,
Bank of America ,
Banking Crisis ,
Banking Sector ,
Common-Interest Privilege ,
Confidential Communications ,
Corporate Counsel ,
Corporate Governance ,
Countrywide ,
Disclosure ,
Litigation Privilege ,
Merger Agreements ,
Mortgages ,
Popular ,
Third-Party Relationships ,
Young Lawyers
In a September 11, 2015, decision, the Delaware Chancery Court denied a former officer and director advance reimbursement of legal fees in a dispute with his company, despite his insistence that multiple corporate documents...more
9/22/2015
/ Advancement ,
Board of Directors ,
Corporate Counsel ,
Director Removal ,
Indemnification Clauses ,
Legal Fees ,
Shareholder Litigation ,
Shareholders' Agreements ,
Standstill Agreements ,
Summary Judgment ,
Young Lawyers
In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more
8/31/2015
/ Aiding and Abetting ,
Breach of Duty ,
Buy-Out Agreements ,
Controlling Stockholders ,
Corporate Counsel ,
Deutsche Bank ,
Dole Food ,
Fairness Standard ,
Fiduciary Duty ,
Financial Adviser ,
Independent Director ,
Merger Agreements ,
MFW ,
Minority Shareholders ,
Popular ,
Private Offerings ,
Stocks
In a statement that would mark a stark change in approach, an IRS official recently indicated that the IRS may begin requiring that companies seeking to effect tax-free spinoffs conduct active businesses that represent a...more
5/28/2015
/ Acquisitions ,
Alibaba ,
Business Development ,
Corporate Counsel ,
E-Commerce ,
IRS ,
Mergers ,
Popular ,
REIT ,
Small Business ,
Spinoffs ,
Yahoo!