This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May and August 2019....more
10/2/2019
/ Acquisitions ,
Appraisal Rights ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Class Action ,
Corwin Doctrine ,
DE Supreme Court ,
Deal Price ,
Disclosure Requirements ,
Enforcement Actions ,
Excessive Fees ,
Fair Value Standard ,
Fiduciary Duty ,
Forfeiture ,
Guilty Pleas ,
Insider Trading ,
Investment Adviser ,
Jury Verdicts ,
Market Manipulation ,
Materiality ,
Mergers ,
Misrepresentation ,
Motion for Summary Judgment ,
Motion to Dismiss ,
Offering Documents ,
Omissions ,
Pleading Standards ,
Popular ,
Scienter ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Shareholder Litigation ,
SLUSA ,
Standing
The Delaware Supreme Court recently issued an important decision on the subject of director independence. In Sandys v. Pincus, No. 157, 2016 (Del. Dec. 5, 2016), the Delaware Supreme Court held that certain directors of...more
12/20/2016
/ Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Fiduciary Duty ,
FRCP 23 ,
Impartiality ,
Independent Directors ,
Lock-Up Agreement ,
Nasdaq ,
Pleadings ,
Reversal ,
Shareholder Litigation ,
Stock Sale Agreements
On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more
6/20/2016
/ Appraisal Rights ,
Asset Purchaser ,
Board of Directors ,
Corporate Counsel ,
Delaware General Corporation Law ,
Mergers ,
New Amendments ,
Shareholder Rights ,
Shareholders ,
Short-Form Mergers ,
Stock Purchase Agreement ,
Tender Offers
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
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
10/23/2015
/ Aiding and Abetting ,
Appeals ,
Appraisal Rights ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Bylaws ,
C-Suite Executives ,
Controlling Stockholders ,
COOs ,
Corporate Governance ,
Corporate Officers ,
Damages ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Disclosure-Based Settlements ,
Dole Food ,
Due Care ,
Duty of Loyalty ,
Entire Fairness Standard ,
Fee-Shifting ,
Fiduciary Duty ,
Forum Selection ,
Fraud ,
Joint and Several Liability ,
Judicial Appointments ,
Mergers ,
Multidistrict Litigation ,
Principal Place of Business ,
Release Agreements ,
Remedies ,
Securities Litigation ,
Settlement ,
Shareholder Litigation ,
Special Committees ,
Standard of Review ,
State of Incorporation ,
Take-Private Transactions ,
Unfair Dealing
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
10/22/2015
/ Aiding and Abetting ,
Appraisal Rights ,
Bad Faith ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
C-Suite Executives ,
Controlling Stockholders ,
COOs ,
Corporate Counsel ,
Corporate Officers ,
Damages ,
Dole Food ,
Duty of Loyalty ,
Entire Fairness Standard ,
False Statements ,
Fiduciary Duty ,
Fraud ,
Joint and Several Liability ,
Mergers ,
Remedies ,
Special Committees ,
Standard of Review ,
Take-Private Transactions ,
Unfair Dealing
This memorandum identifies and discusses a number of steps public companies may wish to consider regarding director nomination requirements and conduct in light of the heightened potential for arrival on the board of activist...more