Tyler O'Connell

Tyler O'Connell

Morris James LLP

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Entire Fairness Standard Applies Where Controller Has Substantive Discussions with Minority Stockholders before Agreeing to MFW...

In re HomeFed Corporation Stockholder Litigation, C.A. 2019-0592-AGB (Del. Ch. July 13, 2020) - This case illustrates that the Court of Chancery will apply the entire fairness standard to review a squeeze-out merger by a...more

8/26/2020  /  Breach of Duty , Business Judgment Rule , Controlling Stockholders , Entire Fairness Standard , Fiduciary Duty , Mergers , Standard of Review

Belated Use of Special Committee and Uninformed Stockholder Vote Undermine Bid for Business Judgment Review of Going-Private...

The Court of Chancery’s recent decision in Salladay v. Lev, 2020 WL 954032 (Del. Ch. Feb. 27, 2020) denied the director-defendants’ attempt to invoke procedural safeguards – a special committee and independent stockholder...more

3/19/2020  /  Business Judgment Rule , Mergers , Motion to Dismiss , Shareholders

Chancery Sustains Claims Against Board Chairman who Rolled Over Equity in Going-Private Transaction and Officers Who Crafted...

Morrison v. Berry, C.A. No. 12808-VCG (Del. Ch. Dec. 31, 2019). Plaintiff, a former stockholder of The Fresh Market, Inc. (the “Company”), brought claims arising out Apollo’s 2016 acquisition of the Company....more

1/29/2020  /  Board of Directors , Breach of Duty , Business Judgment Rule , Fiduciary Duty , Mergers , Shareholders

Chancery Makes Post-Trial Award of $22K in Damages for $5.3 Million Fiduciary Breach Claim, and Orders an Accounting for...

Avande Inc. v. Evans, C.A. No. 2018-0203-AGB (Del. Ch. Aug. 13, 2019). A director of a Delaware corporation who stands on both sides of a challenged transaction must prove the entire fairness of the transaction. ...more

9/5/2019  /  Breach of Duty , Business Judgment Rule , Entire Fairness Standard , Fiduciary Duty , Self-Interest

Delaware Supreme Court Rejects MFW Defense Because of Delay in Safeguards

Olenik v. Lodzinksi, No. 392, 2018 (Del. Apr. 5, 2019). Under Kahn v. M&F Worldwide Corp., 88 A.3d 635 (Del. 2014), deferential business judgment review governs mergers between a controlling stockholder and the controlled...more

4/11/2019  /  Appeals , Board of Directors , Breach of Duty , Business Judgment Rule , Controlling Stockholders , DE Supreme Court , Entire Fairness Standard , Fiduciary Duty , Mergers , Standard of Review

High Court Again Denies 'Corwin' Deference Due to Material Omissions Concerning Sale Process

Earlier this year, the Delaware Supreme Court held that Corwin deference was not warranted where a recommendation statement to stockholders disclosed that a founder and board chairman abstained from recommending in favor of...more

7/19/2018  /  Books & Records , Business Judgment Rule , Corwin Doctrine , Fiduciary Duty , Mergers , Section 220 Request , Shareholder Litigation
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