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Delaware Chancery Court Expands Number of Direct Claims Available to Stockholders

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for claims brought by a group of stockholders. The claims allege that the...more

Doctrine of Successor Liability: 7th Circuit Expands Federal Standard to FLSA Claim Context

This week we examine the doctrine of successor liability through the 7th Circuits decision to expand application of the federal standard to Fair Labor Standards Act (FLSA) cases through the Teed v. Thomas & Betts Power...more

In re PAETEC Holding Corp. S'holders Litig., C.A. No. 6761-VCG (Del. Ch. Mar. 19, 2013) (Glasscock, V.C.)

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 re Celera Corp. S’holder Litig., No. 212, 2012 (Del. Dec. 27, 2012)

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

Delaware Supreme Court Weighs In On Methodology for Attorneys’ Fees Award in Shareholder Derivative Litigation

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

Delaware Supreme Court Changes Law on Burden Shifting in Conflict of Interest Cases and Upholds Huge Damages and Attorney Fee...

In a highly anticipated decision, on August 27, the Delaware Supreme Court upheld Chancellor Leo Strine’s October 2011 trial decision in the Southern Peru Copper case. The Supreme Court’s opinion announced new law on...more

Pennsylvania Supreme Court Allows Post-Merger Suits in Cases of Fraud or Fundamental Unfairness

Many practitioners in Pennsylvania have long been of the view that in the case of a Pennsylvania merger, no legal claim under state law seeking equitable relief or damages based on unfairness of the merger, or even fraud,...more

Majority Shareholders Who Take Part in "Squeeze-Outs" Can No Longer Count Pennsylvania as the Sanctuary It Once Was Thought to Be

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

California Federal District Court Holds That Section 1312(a) of the California Corporations Code Provides the Exclusive Remedy For...

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

Section 1312(a) Held To Preclude Preliminary Injunction In Cost Plus Tender Offer

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

"Inside the Courts - Volume 4, Issue 2: An Update from Skadden Securities Litigators"

This issue of Inside the Courts, Skadden's securities litigation newsletter, includes summaries and associated court opinions of selected noteworthy cases principally decided from January to March 2012, such as the U.S....more

Delaware Court of Chancery Blocks Hostile Takeover Efforts Due to Breaches of Confidentiality Agreements

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

Delaware Chancery Court Finds Breach of Confidentiality Agreement and Enjoins Martin Marietta’s Hostile Bid for Vulcan Materials

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

In re Answers Corp. S'holder Litig., C.A. No. 6170-VCN (Del. Ch. Apr. 11, 2012) (Noble, V.C.)

In this memorandum opinion, the Court denied motions to dismiss claims for breach of the fiduciary duty of loyalty and aiding and abetting the conduct of the board of directors of Answers Corporation (“Answers”) in connection...more

Frank v. Elgamal, C.A. No. 6120-VCN (Del. Ch. Mar. 30, 2012) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery addressed a motion to dismiss a stockholder class action complaint challenging the merger of a wholly owned subsidiary of AH Holdings, Inc. with and into American Surgical,...more

In re Celera Corp. S'holder Litig., C.A. No. 6304-VCP (Del. Ch. Mar. 23, 2012) (Parsons, V.C.)

In this opinion, the Delaware Court of Chancery addressed several issues related to class actions alleging breaches of fiduciary duty, including typicality and adequacy and the effect of the recent United States Supreme Court...more

Delaware Chancery Court Reluctantly Declines to Stop Stockholder Vote

The Delaware Chancery Court denied an application for preliminary injunction to stop a stockholder vote on a merger, in In re El Paso Corporation Shareholder Litigation, Consolidated CA No. 6949-CS. El Paso, which has...more

Dias v. Purches, et al., C.A. No. 7199-VCG (Del. Ch. Mar. 5, 2012) (Glasscock, V.C.)

On January 30, 2012, plaintiff filed a complaint in Delaware, based upon similar allegations, that also challenged the proposed takeover (the “Delaware Action”). The Parlux defendants, relying on the McWane doctrine, moved...more

Guidelines From Two Important Delaware M&A Cases

Applying the Entire Fairness Standard, Buyer and its Affiliated Directors Held Liable for $1.263 Billion Sale Transaction Not Enjoined Even Though Customary Value Enhancement Procedures Not Followed In the past...more

California Court of Appeal Refuses to Permit an Action for Rescission of a Strategic Transaction, Holding That a Board Has No Duty...

In Monty v. Leis, 193 Cal. App. 4th 1367, 123 Cal. Rptr. 3d 641 (2011), the California Court of Appeal, Second District, affirmed the order of the California Superior Court, Santa Barbara County, denying a motion by...more

The Del Monte Decision: Court Finds Likely Breach of Fiduciary Duties by Board Arising from Actions by Financial Advisor;...

In litigation over the $5.3 billion LBO of Del Monte Foods Company, the Delaware chancery court postponed for 20 days the shareholder vote on the buyout and prohibited the sponsor group during the postponement from exercising...more

Non-Competition Contract Doesn’t Vitiate Agents’ Duty Of Loyalty

California has codified various legal and equitable maxims in its Civil Code. However, a quick read of some of these maxims leaves one wondering whether the legislature has simply codified the sayings of Yoda. For...more

In re Del Monte Foods Company Shareholders Litigation

Sell-Side Advisor Conduct Prompts Delaware Court to Enjoin Merger Vote and Deal Protections in Del Monte Buyout In a move that further limits the actions of investment banks to pair buyers and sellers in acquisition...more

Franbar Holdings Limited v Casualty Plus Limited & Anr

Court of Appeal Judgement

Appeal by Defendant to change the accounting date for determination of an Option Price for Shares based on disputed EBITDA refused....more