The Delaware Supreme Court, sitting en banc, recently reversed in part and remanded the Court of Chancery’s decision regarding the appraisal of Dell, Inc. (“Dell”)[i], which builds upon another recent appraisal decision in...more
The Delaware Supreme Court, sitting en banc, recently reversed and remanded the Court of Chancery’s appraisal decision in DFC Glob. Corp. v. Muirfield Value Partners, L.P. (“DFC Global”), a highly publicized opinion in which...more
Our Delaware Corporate and Alternative Entity Law attorneys closely followed the opinions coming from Delaware’s Supreme Court and Court of Chancery. Our 2016 Year in Review is a collection of brief summaries of selected...more
1/23/2017
/ Acquisitions ,
Advancement ,
Anti-Reliance Clauses ,
Appraisal ,
Bad Faith ,
Board of Directors ,
Business Valuations ,
Buyers ,
Commercial Bankruptcy ,
Contract Terms ,
Corporate Dissolution ,
Corporate Officers ,
Credibility ,
DE Supreme Court ,
Delaware General Corporation Law ,
Delaware Limited Liability Company Act ,
Delegation Doctrine ,
Demand Futility ,
Derivative Suit ,
Directors ,
Disclaimers ,
Duty of Loyalty ,
Entire Fairness Standard ,
Fiduciary Duty ,
Independent Audits ,
Inherent Authority ,
LLC Agreements ,
Mergers ,
Pleadings ,
Public Policy ,
Reaffirmation ,
Sellers ,
Stock Prices ,
Valuation ,
Witness Statements
In a recent decision out of the Delaware Court of Chancery—Merion Capital L.P. v. Lender Processing Services, Inc., C.A. No. 9320-VCL (Del. Ch. Dec. 16, 2016) ("LPS")—Vice Chancellor Laster strayed from several of the Court...more
1/19/2017
/ Appraisal ,
Appraisal Rights ,
Criminal Investigations ,
Due Diligence ,
Fair Market Value ,
Fair Valuation ,
Merger Agreements ,
Mergers ,
Popular ,
Shareholders ,
Stock Purchase Agreement ,
Stocks
In Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC, C.A. No. 12585-VCL (Del. Ch. Dec. 5, 2016), the Court of Chancery granted a buyer’s motion for judgment on the pleadings, holding that the plain...more
12/30/2016
/ Auditor Independence ,
Breach of Duty ,
Buyers ,
Closing Adjustment Cost ,
Closing Date ,
Construction Project ,
Contract Disputes ,
Contract Terms ,
Covenant of Good Faith and Fair Dealing ,
Declaratory Relief ,
GAAP ,
Industrial Design ,
Judgment on the Pleadings ,
Motion for Judgment ,
Nuclear Power ,
Power Plants ,
Purchase Agreement ,
Sellers
In The Huff Energy Fund, L.P. v. Gershen, C.A. No. 11116-VCS (Del. Ch. Sept. 29, 2016), the Delaware Court of Chancery dealt with the issue of whether a company’s decision, approved by its board of directors and its...more
11/11/2016
/ Acquisitions ,
Board of Directors ,
Breach of Contract ,
Breach of Duty ,
Corporate Dissolution ,
Fiduciary Duty ,
Mergers ,
Revlon ,
Right of First Refusal ,
Sale of Assets ,
Shareholder Approval ,
Shareholders' Agreements
In the event that you missed it, on June 16, 2016, Delaware Governor Jack Markell signed House Bill 371 into law, thereby amending the Delaware General Corporation Law (the “DGCL”) in numerous significant respects. Also, on...more
8/4/2016
/ Amended Legislation ,
Appraisal Rights ,
Assignments ,
Delaware General Corporation Law ,
Delaware Limited Liability Company Act ,
Jurisdiction ,
Mergers ,
Quorum ,
Stock Sale Agreements ,
Stocks ,
Voting Requirements
In two recent decisions out of the Delaware Court of Chancery – In re: Appraisal of DFC Global Corp., C.A. No. 10107-CB ("DFC Global") and In re: Appraisal of Dell Inc., C.A. No. 9322-VCL ("Dell") – Chancellor Bouchard and...more
In a recent decision out of the Delaware Supreme Court—CDX Holdings, Inc. v. Fox, C.A. No. 526, 2015 (Del. June 6, 2016)—Justice Holland, writing for the majority, affirmed a Court of Chancery post-trial decision that found...more
6/22/2016
/ Arbitrary and Capricious ,
Board of Directors ,
Credibility ,
DE Supreme Court ,
Deferred Stock Incentive Plans ,
Fair Market Value ,
Judicial Deference ,
Mergers ,
Shareholder Litigation ,
Spinoffs ,
Valuation ,
Witness Statements