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
Two decisions from the Court of Chancery — Dieckman v. Regency GP LP, C.A. No. 11130-CB (Del. Ch. Feb. 20, 2018) and Mesirov v. Enbridge Energy Co., C.A. No. 11314-VCS (Del. Ch. Aug. 29, 2018) — emphasize a significant...more
11/29/2018
/ Aiding and Abetting ,
Board of Directors ,
Breach of Contract ,
Contract Terms ,
Delaware General Corporation Law ,
Fiduciary Duty ,
Financial Adviser ,
General Partner ,
Joint Venture ,
Limited Partnership Agreements ,
Limited Partnerships ,
Mergers ,
Waiver of Liability
The development of Delaware appraisal law has continued with the Delaware Supreme Court’s highly anticipated December 2017 appraisal opinion in Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. In Dell, the court...more
5/29/2018
/ Acquisitions ,
AOL ,
Appeals ,
Appraisal ,
Appraisal Rights ,
Buyouts ,
Carve Out Provisions ,
DE Supreme Court ,
Deal Price ,
Dell ,
Discounted Cash Flow Valuations ,
Fair Market Value ,
Mergers ,
Private Equity ,
Shareholder Rights ,
Stock Prices
Delaware law provides important tools for directors to maintain control of derivative lawsuits.1 One such tool is the “demand requirement” embodied in Court of Chancery Rule 23.1, which requires that before a stockholder acts...more
5/8/2017
/ Acquisitions ,
Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Fiduciary Duty ,
Independent Directors ,
Listing Standards ,
Pleading Standards ,
Shareholder Litigation ,
Stock Exchange ,
Stock Repurchases ,
Totality of Circumstances Test