Mergers & Acquisitions Business Organization Civil Procedure

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Delaware Chancery’s In re Dole Food Co., Inc. Decision Provides Lessons For Corporations Considering Going Private Transactions

On Thursday, August 27, 2015, Vice Chancellor J. Travis Laster found Dole Food Co., Inc. (“Dole”) Chief Executive Officer, David Murdock, and General Counsel, C. Michael Carter, liable to investors for $148 million in fraud...more

CLIENT ALERT: Court Finds Dole Food Company Directors Liable; Awards $148M in Damages

In re Dole Food Company, Inc. Stockholder Litigation, Consolidated C.A. No. 8703-VCL - In re Appraisal of Dole Food Company, Inc., Consolidated C.A. No. 9079-VCL - In a much anticipated post-trial decision, the...more

The California Supreme Court Issues Its Landmark Decision in Fluor

On August 20, 2015, the California Supreme Court issued its landmark decision in Fluor v. Superior Court, overruling its prior holding in Henkel Corp. v Hartford, which precluded successor entities from tapping into their...more

California Supreme Court Decides that Insurance Protection for Losses that Have Already Occurred May Be Freely Assigned in...

On August 20, 2015, the California Supreme Court handed down its much anticipated decision in Fluor Corporation v. Superior Court (Hartford Accident & Indemnity Company). The California Supreme Court held that California...more

Compliance with pre-arbitration and pre-litigation notice procedures is critical to enforcing contractual rights: English High...

When a party to a contract wishes to sue, the contract may include specific procedures for giving notice to the counterparty in a prescribed way prior to the right to litigate or arbitrate in accordance with the contract...more

Appraisal Claims Dismissed Due to Custodial Banks' Technical Acts

Despite being a court of equity, there are certain instances where the Delaware Court of Chancery demands "strict compliance" with procedural provisions irrespective of the potential for an inequitable outcome. For example,...more

Court Of Chancery Permits Partial Settlement Of Appraisal Case

Mannix v. Plasmanet, Inc., C.A. No. 10502-CB (July 21, 2015) - This decision permits non-appearing dissenters to settle their appraisal claims over the objection of the appraisal petitioner....more

Securities and Corporate Governance Litigation Quarterly

Welcome to the fourth issue of Securities and Corporate Governance Litigation Quarterly, Seyfarth’s quarterly publication of the Securities & Financial Litigation Group focusing on decisions or other items of interest for...more

Delaware Corporation Law Amendments Address Fee-Shifting and Exclusive Jurisdiction Provisions

Recently enacted amendments to the Delaware General Corporation Law will prohibit the certificates of incorporation and bylaws of Delaware corporations from including "loser pays" litigation provisions with respect to...more

Chancery Court Upholds Indicted Ex-Director's Advancement Rights

Advancement provides corporate officials with immediate interim relief from the personal out-of-pocket financial burden of paying the significant ongoing expenses inevitably involved with defending investigations and legal...more

In re Cornerstone Therapeutics Inc. S’holder Litig., C.A. No. 564, 2014 (Del. May 14, 2015) & Leal v. Meeks, C.A. No. 706, 2014...

In these interlocutory appeals, the Delaware Supreme Court resolved a long-standing split in Delaware authorities by ruling that independent directors (including members of a special committee negotiating a transaction with a...more

Court Of Chancery Rejects Management Projections In An Appraisal

Thus, it turns out differently from the recent decision in the Owen v. Cannon litigation because, as the Court explained, the facts are different, particularly when as here the merger price had all indications of being fairly...more

Takeovers: A New Approach to Unacceptable Circumstances

Queensland North Australia Pty ltd v Takeovers Panel [2015] FCAFC 68 - Background - The Full Federal Court has delivered a judgment that will change the way the Australian Takeovers Panel (the Panel) approaches...more

2015 Amendments to the Delaware General Corporation Law

On June 24, 2015, Delaware Governor Jack Markell signed into law Senate Bill No. 75, which makes a number of noteworthy changes to the Delaware General Corporation Law (“DGCL”) effective August 1, 2015....more

I’ve said too much/I haven’t said enough: Eleventh Circuit law on the duty to correct prior representations in light of the Ninth...

On May 15, the Ninth Circuit declined to recognize a duty to correct prior representations under §§ 10(b) and 20(a) of the Securities Exchange Act of 1934, affirming the Northern District of California’s dismissal of a...more

Corralling and Curtailing Merger Litigation: Lessons Learned from Past Securities and Corporate Governance Litigation Reform

In the world of securities and corporate governance litigation, we are always in the middle of a reform discussion of some variety. For the past several years, there has been great focus on amendment of corporate bylaws to...more

Lazard Tech. Partners, LLC v. Qinetiq North America Operations LLC, No. 464,2014 (Del. Apr. 23, 2015) (Strine, C.J.)

In this appeal of a post-trial bench decision by the Court of Chancery, the Delaware Supreme Court affirmed the Court of Chancery’s finding that a buyer did not breach an earn-out provision in a merger agreement. The...more

Delaware Supreme Court Preserves Benefit of Exculpatory Provisions for Independent Directors at Motion to Dismiss Stage

A recent decision by the Delaware Supreme Court provides independent directors, such as special committee members, with the ability to escape protracted fiduciary duty litigation during its initial stages. The court’s...more

Delaware Supreme Court Holds That a Stockholder Plaintiff Must Plead a Non-Exculpated Claim to Avoid Section 102(b)(7)-Based...

In the consolidated appeal In re Cornerstone Therapeutics Inc., Stockholder Litigation and In re Zhongpin Stockholders Litigation, Nos. 564, 2014 and 706, 2014, 2015 Del. LEXIS 231 (Del. May 14, 2015), the Delaware Supreme...more

Important Delaware Supreme Court ruling on use of charter provision to seek preliminary dismissal – 3 key takeaways

In a decision jointly resolving two appeals - In re Cornerstone Therapeutics Inc. Stockholder Litigation and Leal v. Meeks - the Delaware Supreme Court clarified seemingly conflicting Delaware case law. The decision sought to...more

CLIENT ALERT: Delaware Supreme Court Establishes Rule Permitting Dismissal of Independent Directors From Entire Fairness Suits

In re Cornerstone Therapeutics Inc. S’holder Litig., No. 564, 2014 (Del. May 14, 2015) & Leal v. Meeks, No. 706, 2014 (Del. May 14, 2015) In these interlocutory appeals, the Delaware Supreme Court resolved a...more

Southeastern Pennsylvania Transportation Authority, v. AbbVie, Inc., CA No. 10374-VCG and Rizzolo v. AbbVie Inc., CA No. 10408-VCG...

In this memorandum opinion, the Court of Chancery denied two stockholders’ request for the inspection of books and records of a company pursuant to 8 Del. C. § 220, finding that the stockholders failed to show a credible...more

In re El Paso Pipeline Partners, L.P. Deriv. Litig., C.A. No. 7141-VCL (Del. Ch. Apr. 20, 2015) (Laster, V.C.)

In this post-trial opinion, the Delaware Court of Chancery determined that a general partner breached a limited partnership agreement in connection with a “drop-down” transaction. The Court held that the partnership’s...more

Mergers and Acquisitions Alert: Lazard v. Qinetiq: Important Lessons for Structuring Earn-Outs

Overview - A recent Delaware Supreme Court case authored by Chief Justice Strine upholds the literal meaning of an earn-out provision that limited the buyer from taking action “intended to reduce or limit an earn-out...more

Court Of Chancery Again Accepts Merger Price In An Appraisal

This decision is another in a line of recent appraisal cases where the Court of Chancery has relied on the merger price to set the “fair value” of the stock involved. ...more

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