In Reynolds American Inc. v. Third Motion Equities Master Fund Ltd., et al., 2021-NCSC-162 (Dec. 17, 2021), the Supreme Court of North Carolina unanimously affirmed the North Carolina Business Court’s 189-page decision...more
In a recent article entitled “The Death of Merger Litigation?”, we wrote about the Delaware Court of Chancery’s increasing refusal to approve disclosure-only settlements in shareholder lawsuits challenging public company...more
If you've been reading this blog for any length of time, you know that I am very sour on substantial attorneys' fees being awarded to the lawyers for class action plaintiffs who obtain nothing more for the class than...more
The practice of a hedge fund buying shares in a Delaware corporation upon the announcement of a cash-out merger to then exercise appraisal rights, sometimes referred to as “appraisal arbitrage,” has generated controversy....more
Much has been written lately about why suits objecting to a merger are so bad. The complaint is that those suits lack any merit and are filed only to get a fee for the plaintiffs bar, after a quick settlement. As evidence of...more
Last week (well, two weeks ago, I'm kind of behind) seemed like class action week at the Business Court. Judge Gale issued three rulings in class action cases. ...more
In a self-interested transaction between a company and its controlling stockholder, the operative standard of judicial review under Delaware law is the most rigorous: entire fairness standard of review. To obtain the least...more
The North Carolina Business Court recently issued an opinion considering whether a minority shareholder can ever be considered a “controlling shareholder” who owes a fiduciary duty to other shareholders. The court’s opinion...more