News & Analysis as of

Revlon Standard Business Judgment Rule

Delaware Courts Expand Corwin Line of Cases

by Dorsey & Whitney LLP on

On March 7, 2017, Vice Chancellor Laster of the Delaware Court of Chancery dismissed the action In re Columbia Pipeline Group, Inc., C.A. No.12152-VCL. Stockholders of Columbia Pipeline Group, Inc. (“CPG”) claimed that CPG’s...more

Court of Chancery Applies Business Judgment Standard Under New Supreme Court Precedent

by Morris James LLP on

This is an important decision that reverses a prior opinion in the same case. The Court did so because after it issued its prior opinion, the Delaware Supreme Court issued its Corwin decision holding that when a merger is...more

Informed Approval of M&A Transactions by Disinterested Stockholders Invokes the Business Judgment Rule

by Dorsey & Whitney LLP on

In Corwin v. KKR Financial Holdings LLC, No. 629, 2014 (Del. Oct. 2, 2015), the Delaware Supreme Court sitting en banc unanimously affirmed the Delaware Court of Chancery decision that the voluntary judgment of the fully...more

Business Judgment Rule Applies to Merger Approved by Informed, Disinterested Stockholders

by Latham & Watkins LLP on

Delaware Supreme Court’s ruling provides additional grounds for dismissal in post-closing stockholder litigation regarding mergers that are not subject to entire fairness review. Introduction - Clarifying a...more

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

The Ropes Recap: Mergers & Acquisitions Law News - January 2015

by Ropes & Gray LLP on

In this issue: - News from the Courts - Delaware Supreme Court Clarifies Fiduciary Duties in Sale Context and Overturns Judicial Imposition of Auction in Deal with Passive Market Check - Illinois Court...more

Delaware Corporate Law And Litigation: What Happened In 2014 And What It Means For You In 2015

by DLA Piper on

In This Issue: - Delaware’s Leading Role in Business and Business Litigation - Curbing Stockholder Litigation: Exclusive Forum and Fee-Shifting Provisions - Two-Tiered Poison Pill Targeted at Hedge Fund...more

Delaware Chancery Court Dismisses Merger Litigation Suit

by Holland & Knight LLP on

The Delaware Court of Chancery recently ruled that a company's board of directors is vested with discretion to choose between competing buyout offers — even if the ultimate choice is favorable to the personal interests of the...more

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