The Delaware Court of Chancery recently dismissed a “hybrid” of Malone1 false disclosures and Caremark oversight claims brought by two stockholder plaintiffs. In In re FibroGen, Inc. Derivative Litigation,2 Vice Chancellor...more
12/31/2024
/ Breach of Duty ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Delaware ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Securities Regulation ,
Shareholders
In 2024, Delaware courts continued to address important areas of corporate law, particularly regarding controlling stockholders. Several of those high-profile decisions were decided at the trial level and are now on appeal....more
12/30/2024
/ Aiding and Abetting ,
Attorney's Fees ,
Board of Directors ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
Corporate Officers ,
Delaware ,
Delaware General Corporation Law ,
Executive Compensation ,
Nominal Damages ,
Publicly-Traded Companies ,
Ratification ,
Shareholders
In January 2022, Vice Chancellor Lori Will of the Delaware Court of Chancery issued a groundbreaking opinion in In re MultiPlan Corp. Stockholders Litigation that paved the way for SPAC stockholders to bring direct breach of...more
6/25/2024
/ Acquisitions ,
Board of Directors ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Governance ,
Disclosure Requirements ,
Mergers ,
Popular ,
Private Equity ,
Securities Litigation ,
Special Purpose Acquisition Companies (SPACs)
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
11/20/2019
/ Acquisitions ,
Appraisal Rights ,
Attorney-Client Privilege ,
Board of Directors ,
Compliance ,
Conflicts of Interest ,
Controlling Stockholders ,
Corporate Executives ,
Corporate Officers ,
Corwin Doctrine ,
DE Supreme Court ,
Deal Price ,
Delaware General Corporation Law ,
Directors ,
Disclosure Requirements ,
Entire Fairness Standard ,
Fair Valuation ,
Fiduciary Duty ,
Financial Adviser ,
Good Faith ,
Market Price ,
Material Misstatements ,
Mergers ,
MFW ,
Mootness Fee Applications ,
Omissions ,
Oversight Committee ,
Oversight Duties ,
Preliminary Injunctions ,
Publicly-Traded Companies ,
Risk Assessment ,
Risk Management ,
Shareholder Votes
The Delaware courts issued a number of significant decisions in 2018 that are likely to have ripple effects throughout 2019. Among them were a series of cases that further developed the parameters of the Corwin and MFW...more
1/24/2019
/ Acquisitions ,
Appeals ,
Breach of Duty ,
Business Judgment Rule ,
Controlling Stockholders ,
Corporate Counsel ,
Corporate Officers ,
Corwin Doctrine ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Disclosure Requirements ,
Due Diligence ,
Entire Fairness Standard ,
Failure To Disclose ,
Fair Value Standard ,
Forum Selection ,
Internal Affairs Doctrine ,
Market Pricing ,
Material Adverse Effects ,
Mergers ,
MFW ,
Minority Shareholders ,
Pleadings ,
Securities Act of 1933 ,
Securities Litigation ,
Shareholder Approval ,
Shareholder Rights ,
Squeeze-Out Mergers ,
Tender Offers ,
Unenforceable Contract Terms
In 2014, the Delaware Supreme Court affirmed in Kahn v. M&F Worldwide Corp., 88 A.3d 635 (MFW II), that the business judgment rule would apply to controlling stockholder “squeeze-out” mergers if the transaction is conditioned...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more
5/21/2016
/ Acquisitions ,
Aiding and Abetting ,
Board of Directors ,
Books & Records ,
Buyouts ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Plainly Material Standard ,
Pleadings ,
Securities Litigation ,
Shareholder Demands ,
Shareholder Litigation ,
Standard of Review