On May 6, 2021, Vice Chancellor Zurn of the Delaware Court of Chancery issued a 200-page decision denying a motion to dismiss in In re Pattern Energy Group Inc. Stockholders Litigation, a class action challenging the $6.1...more
On January 29, 2021, Vice Chancellor Laster of the Delaware Court of Chancery refused to dismiss a shareholder class action stemming from the 2019, $2.2 billion sale of Presidio, Inc., an IT solutions provider specializing in...more
3/3/2021
/ Breach of Duty ,
Class Action ,
Corporate Counsel ,
Corporate Sales Transactions ,
Critical Infrastructure Sectors ,
Duty of Care ,
Exculpatory Clauses ,
Fiduciary Duty ,
Liability ,
Self-Interest ,
Shareholder Litigation ,
Shareholders
On July 9 and October 12, 2020, the Delaware Supreme Court added two more opinions to its growing suite of recent appraisal decisions underscoring the prominence of market-based factors in determining fair value. In Fir Tree...more
The Delaware courts have not been shy about warning of the dangers that can arise when merger negotiations are handed over to conflicted directors who fail to keep their boards fully informed about their divided loyalties. ...more
In Channel Medsystems, Inc. v. Boston Scientific Corporation, the Delaware Court of Chancery rejected an attempt by Boston Scientific to terminate and thus avoid consummating a merger agreement with Channel on the grounds...more
1/8/2020
/ Boston Scientific ,
Bright-Line Rule ,
Business Expenses ,
Business Litigation ,
Contract Termination ,
Contract Terms ,
Corporate Sales Transactions ,
Criminal Prosecution ,
Employee Misconduct ,
Enforcement Actions ,
Equity ,
FDA Approval ,
Food and Drug Administration (FDA) ,
Fraud ,
Guilty Pleas ,
Letters of Intent ,
Material Adverse Effects ,
Materiality ,
Medical Devices ,
Merger Agreements ,
Pharmaceutical Industry ,
Popular ,
Pre-Termination Notice ,
Publicly-Traded Companies ,
Regulatory Standards ,
Remediation
Three recent Delaware Court of Chancery appraisal decisions offer a wealth of guidance not only regarding the determination of a merger partner’s fair value, but also regarding elements that potentially undermine a quality...more
In a recent decision arising out of the sale of Cablevision, the Delaware Court of Chancery issued important guidance regarding the interplay between what are commonly regarded as boilerplate merger agreement provisions and...more
On August 18, 2017, the Delaware Court of Chancery granted defendants’ motion to dismiss a class action brought by former minority stockholders of Martha Stewart Living Omnimedia, Inc. (“MSLO”) against Martha Stewart and...more