For the purposes of a statutory appraisal under Delaware law, a corporation’s fair value is determined “on the date of the merger” ― in other words, at closing, not signing. However, deal terms, including price, are typically...more
This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and...more
More than a decade ago in the seminal case Gantler v. Stephens, the Delaware Supreme Court clarified that officers of Delaware corporations owe the same fiduciary duties of care and loyalty that directors owe to the...more
12/23/2020
/ Board of Directors ,
Books & Records ,
Breach of Duty ,
CEOs ,
Certificates of Incorporation ,
Class Action ,
Corporate Governance ,
Corporate Officers ,
Delaware General Corporation Law ,
Disclosure Requirements ,
Duty of Care ,
Fiduciary Duty ,
Gross Negligence ,
Mergers
In response to the growing practice of “appraisal arbitrage,” in 2016 Delaware’s General Assembly amended the state’s appraisal statute, Section 262 of the Delaware General Corporation Law. The amendment to Section 262(h)...more