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Fiduciary Duty Appraisal Rights

Foley Hoag LLP

Massachusetts Business Litigation Session Decides Issues of First Impression in Appraisal Rights Action

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The Court held that a modification of an existing stock restriction that has a material adverse effect on a shareholder’s ability to transfer their shares automatically triggers the shareholder’s appraisal rights and ability...more

A&O Shearman

Delaware Supreme Court Reverses Dismissal Of A Post-Merger Suit For Alleged Breach Of Fiduciary Duty Related To Disclosures On...

A&O Shearman on

On July 19, 2022, in an opinion authored by Justice Gary F. Traynor, a majority of the Supreme Court of Delaware sitting en banc affirmed in part and reversed in part the dismissal of breach of fiduciary duty claims against...more

Skadden, Arps, Slate, Meagher & Flom LLP

Proposed 2022 DGCL Amendments Include Significant Changes Addressing Exculpation of Officers, Appraisal Rights and...

On April 12, 2022, the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) that include provisions that, if enacted, would authorize...more

Morris James LLP

Delaware Supreme Court Upholds Contractual Waiver of Statutory Appraisal Rights

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Manti Holdings, LLC, et al. v. Authentix Acquisition Co., Inc., No. 354, 2020 (Del. Sept. 13, 2021) - This decision arose out of the acquisition of Authentix Acquisition Company, Inc. and a subsequent appraisal proceeding...more

Wilson Sonsini Goodrich & Rosati

Delaware Supreme Court Enforces Waiver of Statutory Appraisal Rights

Earlier this week, the Delaware Supreme Court issued a significant decision reinforcing Delaware's strong policy favoring private ordering and giving effect to agreements among sophisticated stockholders. The decision...more

Stinson - Corporate & Securities Law Blog

Fee-Shifting Provision in Stockholders Agreement Does Not Violate Delaware Law

Manti Holdings, LLC, et al. v. Authentix Acquisition Company, Inc. considered whether a “loser pays” fee-shifting provision in a stockholders’ agreement violated Delaware law.  In 2008, the Petitioners had all held stock in a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - November 2019

This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including recent trends in Delaware corporate disclosure law, the Delaware Supreme Court’s important ruling in Marchand v....more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - September 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more

Wilson Sonsini Goodrich & Rosati

Delaware Court of Chancery Addresses Significant Issues Regarding Private Company Deal Litigation

On May 15, 2019, Vice Chancellor Slights of the Delaware Court of Chancery issued a ruling addressing important issues related to private company deal litigation. Specifically, the decision addressed when a release of claims...more

Winstead PC

Just in Time For Summer: The Freeze-Out Merger, A Legal Option Available to SOME Majority Owners of Privately-Held Texas Companies

Winstead PC on

Our previous posts have stressed the critical importance of buy-sell agreements for both majority owners and minority investors in private companies. For majority owners, securing a buy-sell agreement avoids the potential of...more

Troutman Pepper

Mergers & Acquisitions 2019: USA Chapter

Troutman Pepper on

2018 M&A Numbers - Following 2017’s market decline, overall M&A volume trended in a positive direction in 2018. While the almost 20,000 transactions closed globally in 2018 did represent a 15 percent drop from the previous...more

A&O Shearman

Delaware Court Of Chancery Again Dismisses Aiding And Abetting Claims For Pleading Deficiencies

A&O Shearman on

On July 15, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery dismissed an aiding and abetting claim asserted against a private equity buyer and its principals in a stockholder class action...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts – An Update From Skadden Securities Litigators - June 2019

This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and April 2019. ...more

A&O Shearman

Delaware Court Of Chancery Holds That Concurrent Appraisal Action Does Not Preclude Post-Closing Fiduciary Duty Breach Claims

A&O Shearman on

On December 11, 2018, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a motion to dismiss breach of fiduciary duty claims against the former CEO of a technology company (the “Company”) in...more

Skadden, Arps, Slate, Meagher & Flom LLP

Delaware Litigation Developments Impacting Financial Advisors

Over the last few years, significant developments in Delaware law and practice have changed the traditional M&A litigation landscape. These developments resulted in a dramatic reduction in pre-closing applications for...more

Morris James LLP

Delaware Corporate and Commercial Case Law Year In Review – 2017

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This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either changed the law in a...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Developments in Delaware Corporation Law in 2017

Developments in appraisal law, the application of Corwin v. KKR Financial Holdings LLC in post-closing damages actions and the potential expansion of Kahn v. M&F Worldwide Corporation (MFW) — a case examining the standard of...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside the Courts: An Update From Skadden Securities Litigators - September 2016 / Volume 8 / Issue 3

We are pleased to present Inside the Courts (Volume 8, Issue 3), Skadden’s securities litigation newsletter. This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between...more

Sheppard Mullin Richter & Hampton LLP

Delaware Chancery Court Rejects MBO Merger Price as Best Evidence of Fair Value in Appraisal Proceeding

In In re Appraisal of Dell Inc., No. 9322 VCL, 2016 Del. Ch. LEXIS 81 (Del. Ch. May 31, 2016) (Laster, V.C.), the Delaware Court of Chancery determined that the fair value of the common stock of Dell Inc. (“Dell” or the...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - October 2015

We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments. In This Issue: - Q&A...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Dole Ruling Serves as Cautionary Tale for Take-Private Deals"

Earlier this year, in a consolidated breach of fiduciary duty and appraisal action, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued a post-trial opinion that includes many important takeaways for...more

Adler Pollock & Sheehan P.C.

Mergers & Acquisitions Glossary

This Glossary contains many of the important terms and definitions used in the M&A world. The Glossary is not exhaustive, however. Like most areas of the law, M&A is a highly complex subject that involves several legal and...more

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