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
In November 2015, the Delaware Supreme Court bolstered the protection afforded to majority or controlling stockholders seeking to buy out the minority, provided that the transaction is structured in accordance with the...more
The Delaware Court of Chancery recently issued a trio of notable opinions involving stockholder derivative actions. The opinions addressed fundamental issues of law such as whether particular kinds of stockholder claims are...more
5/19/2016
/ Breach of Duty ,
Business Judgment Rule ,
Controlling Stockholders ,
Demand Futility ,
Derivative Suit ,
Entire Fairness Standard ,
Fiduciary Duty ,
Mergers ,
Shareholder Litigation ,
Standard of Review ,
Standing
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
A trio of opinions from the Delaware Supreme Court, each authored by Chief Justice Leo E. Strine, Jr., has reaffirmed Delaware’s deference to the business judgment of disinterested corporate decision-makers and restored...more
10/23/2015
/ Appeals ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Due Care ,
Duty of Loyalty ,
Entire Fairness Standard ,
Exculpatory Clauses ,
Fiduciary Duty ,
Injunctions ,
Judicial Review ,
Mergers ,
Motion to Dismiss ,
Pleadings ,
Revlon ,
Shareholder Votes ,
Vacated
In This Issue:
- U.S. Supreme Court:
..Omnicare, Inc. v. Laborers Dist. Council Constr. Indus. Pension Fund, 135 S. Ct. 1318 (4th Cir. Mar. 16, 2015)
- Auditor Liability:
..In re Advanced Battery Techs.,...more
6/2/2015
/ Auditors ,
Books & Records ,
CAFA ,
Class Action ,
Class Certification ,
Derivative Suit ,
Fiduciary Duty ,
Justifiable Reliance ,
Misrepresentation ,
Omissions ,
Pleading Standards ,
Scienter ,
SCOTUS ,
Securities Fraud ,
Settlement ,
Statute of Limitations ,
Statute of Repose ,
Whistleblowers
A number of recent Delaware judicial and legislative developments will have important implications for parties engaging in or advising on M&A transactions in 2014 and beyond.
Controlling Stockholder Transactions...more