News & Analysis as of

Civil Procedure Mergers & Acquisitions Business Organization

Read Civil Procedure updates, alerts, news, and legal analysis from leading lawyers and law firms:

Structural Coercion Negated Cleansing Effect Under 'Corwin'

by Morris James LLP on

Under the Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), business judgment review applies to cleanse a fiduciary challenge to a noncontrol transaction that was approved by an...more

After Settlement By Director Defendants Of Merger-Related Fiduciary Duty Breach Claims, Delaware Chancery Court Rejects Financial...

by Shearman & Sterling LLP on

On May 26, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery granted plaintiffs’ request to sever and stay fiduciary duty breach claims settled with directors of Good Technology Corporation (“Good”) and...more

Delaware Chancery Court Declines To Dismiss Claims Under Corwin, Finding The Complaint Adequately Pleaded That The Shareholder...

by Shearman & Sterling LLP on

On May 31, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery declined to dismiss purported derivative and direct stockholder claims for breaches of fiduciary duty against the directors of Charter...more

Jurisdiction Retention Clause in Sale Order Can’t Provide Bankruptcy Court Subject Matter Jurisdiction for Contract Disputes...

The Bottom Line - In a decision addressing the reaches of bankruptcy court subject matter jurisdiction, a First Circuit Panel, including retired Supreme Court Justice Davis Souter sitting by designation, ruled that the...more

Inside the Courts – An Update From Skadden Securities - June 2017

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more

Court of Chancery Dismisses Post-Closing Challenge to Merger Transaction

by Morris James LLP on

Stockholders who believe that a board breached its fiduciary duties in connection with information provided to stockholders asked to vote for a merger transaction can either seek to enjoin the transaction or seek damages...more

Court Of Chancery Explains Corwin Limits

by Morris James LLP on

This is an important decision if only because it explains a further limitation on the Corwin rule that an informed uncoerced stockholder vote insulates a corporate transaction from attack. First, the decision explains when a...more

Is Appraisal Arbitrage Past Its Prime?

by Morris James LLP on

Once again, some corporate lawyers are complaining that the Delaware courts are too good to stockholders or, more often, plaintiffs’ lawyers. In the more recent past, those complaints focused on merger litigation that led to...more

Delaware Law Updates - Delaware Supreme Court Explores the Definition of “Commercially Reasonable Efforts

by McCarter & English, LLP on

Williams Companies, Inc. v. Energy Transfer Equity, L.P., et al., No. 330, 2016 (Del. Mar. 23, 2017) – The Delaware Supreme Court affirmed the judgment entered by the Court of Chancery in favor of the defendant concerning the...more

SEC Prevails on Summary Judgment In Manipulation Case

by Dorsey & Whitney LLP on

The SEC prevailed on summary judgment in a manipulation case centered on the shares of a firm which operated under the name Marley Coffee — a name which linked back through Rohan Marley to his famous father, Bob Marley who is...more

Chancery Appraises Corporation Below Merger Price Due To Synergies

by Fox Rothschild LLP on

In a recent appraisal action before the Court of Chancery, In re Appraisal of SWS Group, Inc., C.A. No. 10554-VCG (Del. Ch. May 30, 2017), Vice Chancellor Glasscock found that the fair value of the acquired entity, SWS Group,...more

Deal Price Upheld By Chancery In Petsmart Inc. Appraisal Action

by Fox Rothschild LLP on

In the recent PetSmart, Inc. appraisal proceeding, styled as In re Appraisal of PetSmart Inc., C.A. No. 10782-VCS (Del. Ch. May 26, 2017), the Delaware Court of Chancery found the deal price to be the fair value of PetSmart,...more

Court Of Chancery Upholds Deal Price As Fair Value In Appraisal Case

by Morris James LLP on

The Court of Chancery continues to wrestle with the issue of when the negotiated deal price represents "fair value" in an appraisal case. Here, serious problems with the management projections led the Court to reject a...more

Court Of Chancery Appraises Company Below Deal Price

by Morris James LLP on

Recent criticism of appraisal arbitrage argues that it comes without real risk to the petitioners. This appraisal decision, which values the company below the deal price based on a discounted cash flow analysis, should be...more

Delaware Supreme Court Affirms Dismissal Of Challenge To Controlling Stockholder Take-Private Deal

by Shearman & Sterling LLP on

On May 22, 2017, the Supreme Court of Delaware affirmed the dismissal of a breach of fiduciary duty action against the directors of Books-A-Million, Inc. and other defendants following a “squeeze-out” merger by the company’s...more

Ninth Circuit Applies Omnicare to Section 10(b) and Rule 10b-5 Claims

by Latham & Watkins LLP on

The Ninth Circuit follows the Second and Tenth Circuits in extending Omnicare’s requirements for pleading the falsity of opinion statements to claims under Section 10(b) and Rule 10b-5. In recent years, courts have...more

California Judge Troubled By Trulia Refuses To Approve Settlement

by Allen Matkins on

Kevin LaCroix recently tackled the question Is Deal Litigation in Delaware Done? According to Kevin, “deal litigation has been shifting from Delaware Chancery Court to courts in other states and to federal courts”. He...more

Delaware Chancery Court Holds That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand

by Shearman & Sterling LLP on

On May 15, 2017, Vice Chancellor Sam Glasscock III of the Delaware Chancery Court dismissed a shareholder derivative action asserting that the directors of The Williams Companies, Inc. (“Williams”) breached their duty of...more

Delaware Court Of Chancery Focuses On Fiduciary Duty Of Directors Appointed By Preferred Stockholders

by Roetzel & Andress on

In a recent Delaware Court of Chancery opinion filed April 14, 2017 in The Frederick Hsu Living Trust v. ODN Holding Corporation, the court held that it may be a breach of the directors’ fiduciary duty to cause the...more

Where Is Delaware Corporate Litigation Going?

by Morris James LLP on

There are always risks involved in buying a company. Until you are actually inside a company's operations, you can never be sure you know everything about it. Conversely, sellers too will bear the risk that buyer's remorse...more

Delaware Chancery Court Dismisses Breach Of Fiduciary Duty And Quasi-Appraisal Claims Under Corwin

by Shearman & Sterling LLP on

On May 3, 2017, Vice Chancellor Joseph R. Slights of the Delaware Court of Chancery declined to dismiss a lawsuit brought by the buyer of EMSI Holding Company (“EMSI”) asserting post-closing claims for indemnification against...more

Court Of Chancery Rejects Novel Breach Of Appraisal Rights Claim

by Morris James LLP on

This decision begins with a conventional analysis of a claim that disclosure violations and director self-interest have tainted a merger vote. That claim was rejected for want of factual support. More unusual, the decision...more

Ninth Circuit Confirms Pleading Standard for Securities Fraud Claims Involving Statements of Opinion

On May 5, 2017, the U.S. Court of Appeals for the Ninth Circuit issued an important decision in City of Dearborn Heights Act 345 Police & Fire Retirement System v. Align Technology, Inc., et al., affirming the dismissal of a...more

Surge In Securities Class Action Filings Reported In First Quarter

by Dorsey & Whitney LLP on

In the first quarter of 2017 there was a record number of securities class actions filed, according to a new report by Cornerstone Research. In the first quarter of this year 127 securities class actions were filed compared...more

"Delaware Supreme Court Examines Director Disinterestedness, Independence"

Delaware law provides important tools for directors to maintain control of derivative lawsuits.1 One such tool is the “demand requirement” embodied in Court of Chancery Rule 23.1, which requires that before a stockholder acts...more

298 Results
|
View per page
Page: of 12
Cybersecurity

Follow Civil Procedure Updates on:

"My best business intelligence,
in one easy email…"

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
Sign up using*

Already signed up? Log in here

*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
*With LinkedIn, you don't need to create a separate login to manage your free JD Supra account, and we can make suggestions based on your needs and interests. We will not post anything on LinkedIn in your name. Or, sign up using your email address.