The Situation: When the Delaware Supreme Court decided Kahn v. M&F Worldwide Corp. (MFW) in 2014 (88 A.3d 635 (Del. 2014)), it provided a pathway for business judgment review for "freeze-out" merger transactions involving...more
The Situation: Stockholders sought appraisal—judicial determination of the "fair value" of their stock—in connection with a merger. The Delaware Court of Chancery found that the fair value was equal to the company's...more
The Situation: Directors of a biopharmaceutical company face potential liability where they knew—or should have known—that the company was not complying with regulations governing a matter of critical importance to the...more
The Situation: Directors of Blue Bell Creameries USA, Inc. ("Blue Bell") were sued for breach of fiduciary duty following a lethal listeria outbreak in its ice cream facilities. Applying the duty of oversight first...more
8/8/2019
/ Blue Bell Creameries ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Caremark claim ,
DE Supreme Court ,
Derivative Suit ,
Duty of Loyalty ,
Food Manufacturers ,
Food Safety ,
Listeria ,
Oversight Duties ,
Section 220 Request
The decision makes clear that deal price is an appropriate indicator of fair value even where there is only one bidder.
In Verition Partners Master Fund, Ltd. v. Aruba Networks, Inc., the Delaware Supreme Court reversed a...more
5/10/2019
/ Acquisitions ,
Appraisal ,
Appraisal Rights ,
Arms Length Transactions ,
Corporate Counsel ,
DE Supreme Court ,
Deal Price ,
Fair Market Value ,
Mergers ,
Private Equity ,
Shareholder Rights ,
Stock Prices