CorpCast Episode 2: Advancement 101
CorpCast Episode 1: Sections, 204, 205 and In re Numoda
Are there drawbacks to positive thinking in legal transactions?
Homebuilder Series Webinar: Fiduciary Duties & Auditor Liability
FCPA Compliance and Ethics Report Episode 129-Judge Rakoff, Judge Leon and Individual Prosecutions Under the FCPA
Why Every Day Is Proxy Season for Public Companies
Do Employers Have to Pay For All Time Worked?
Do I need an attorney if I am buying or selling a business?
Corcoran: Infighting on Compensation Costs BigLaw Time and Money
Conducting Corporate Internal Investigations
Zimmermann: "Two Class" Partnership Culture Emerging in BigLaw
Appel: Corporate Inversions Could Mean Big Tax Bills For Shareholders
WORD OF THE DAY® for Hedge Funds – Accelerated Share Repurchase
Data Privacy: The Next Frontier of Corporate Compliance
Planning For The Exit – What’s Your Exit Strategy?
WORD OF THE DAY® for Hedge Funds – CFTC
What are the Implications of Alice v. CLS?
What Questions CEOs and Board Members Should Be Asking Themselves About Tax Inversions
WORD OF THE DAY® for Hedge Funds – Derivative
Legal Considerations for Web-Based Start-Ups
In an age when overburdened courts with reduced budgets often approve class action settlements without significant oversight, Delaware courts have frequently bucked that trend in the merger litigation context: rejecting...more
In this memorandum opinion, the Court of Chancery denied plaintiffs’ motion for a preliminary injunction and held that a provision in a partnership agreement imposing a higher voting threshold with respect to certain mergers...more
The Supreme Court’s ruling against broadly claimed software patents in Alice Corp. v. CLS Bank leaves many questions on patent eligibility unanswered, which means the controversy and confusion over the scope of patent...more
On July 15, 2014, Delaware Governor Jack Markell signed Delaware House Bill No. 329, which makes a number of noteworthy changes to the Delaware General Corporation Law. The 2014 amendments address: (1) mergers under DGCL...more
In this letter opinion, Vice Chancellor Glasscock denied a motion for judgment on the pleadings filed in connection with an expedited action in which the plaintiff Cooper Tire & Rubber Co. seeks specific performance of its...more
In this memorandum opinion, the Court of Chancery denied defendants’ motion to dismiss plaintiff’s declaratory judgment action, which sought to preclude the release of escrow funds to indemnify defendants under the...more
What you need to know:
The Delaware Court of Chancery has put companies on notice that sale processes that involve a single bidder, while permissible, must be designed to ensure that the board satisfies its Revlon duty...more
What you need to know:
A recent decision by the Delaware Court of Chancery holds that a going-private merger with a controlling stockholder will be subject to the business judgment rule, not entire fairness review, if...more
In this opinion, the Court of Chancery denied the motion of stockholders of Plains Exploration & Production Company (“Plains”) to enjoin preliminarily the proposed merger (the “Merger”) between Plains and Freeport-McMoRan...more
Shareholder class and derivative suits quickly follow virtually every significant merger announcement. The vast majority of those suits that are not dismissed settle quickly, with the defendant corporation typically agreeing...more
In this letter opinion, the Court of Chancery awarded attorneys’ fees and costs to plaintiffs’ counsel of $500,000 after analyzing plaintiffs’ unopposed fee request under the relevant Sugarland factors, and determining that...more
In this en banc decision, the Delaware Supreme Court affirmed the Court of Chancery’s certification of a class representative in a breach of fiduciary duty action, even though the class representative sold its stock in the...more
The Delaware Court of Chancery recently stayed a Delaware action in favor of an earlier-filed Texas case because they dealt with substantially similar facts, even where the two lawsuits did not contain identical claims. The...more
The plaintiffs’ bar has taken new aim at public companies’ annual meetings: filing lawsuits to enjoin annual shareholder approval of stock plan proposals and “Say-On-Pay” (“SOP”) votes, typically arguing that the proxy...more
On Monday, the Delaware Supreme Court affirmed a $2 billion judgment by Delaware Chancellor Strine in the Grupo Mexico/Southern Peru shareholder derivative litigation. The Supreme Court also affirmed Chancellor Strine’s...more
Originally published in the August 23, 2012 issue of The Legal Intelligencer.
As the result of an opinion recently issued by the Pennsylvania Supreme Court, minority stockholders whose shares in Pennsylvania corporations...more
Standard learning has long held that a minority shareholder of a Pennsylvania corporation who was deprived of his stock by a “cash-out” or “squeeze-out” merger had no remedy after the merger was completed other than to take...more
In Dixon v. Cost Plus, Inc., No. 12-2721, 2012 U.S. Dist. LEXIS 90854 (N.D. Cal. Jun. 27, 2012), the United States District Court for the Northern District of California held that Section 1312(a) of the California...more
On May 9, 2012, Cost Plus, a California corporation, and Bed Bath & Beyond, a New York corporation, issued this press release announcing their agreement for BB&B’s acquisition of Cost Plus. The acquisition was to be effected...more
In an eloquent account of consensual merger negotiations between Martin Marietta and Vulcan Materials, the two largest players in the domestic aggregates business, Chancellor Leo Strine of the Court of Chancery of Delaware...more
On May 4, 2012, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an opinion enjoining Martin Marietta Materials, Inc., for a period of four months, from pursuing a hostile exchange offer to acquire all...more
Earlier this month, the Delaware Court of Chancery issued its much-anticipated post-trial decision in the dispute between "the top two rock stars in the aggregates industry," Martin Marietta Materials and Vulcan Materials. In...more
This year’s edition reflects relative consistency of national trends with the prior year. While aggregate transaction activity nationally in 2011 was only marginally higher than in 2010, we are pleased that our clients...more
A recent decision of the Delaware Chancery Court shines a spotlight on the terms of confidentiality agreements and the critical importance of explicit drafting to avoid unintended consequences.
Ambiguous terms in a...more
A recent opinion regarding the enforcement of certain provisions commonly found in confidentiality agreements in the context of a hostile takeover provides important guidance on the drafting process of such agreements. In...more
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