Despite being one of the more well-known doctrines in corporate law, the rule articulated in Blasius—that directors who act with the primary purpose of interfering with a stockholder vote must have a compelling justification...more
7/13/2021
/ Board of Directors ,
Business Disputes ,
Contested Elections ,
Corporate Deadlock ,
Corporate Governance ,
Entire Fairness Standard ,
Shareholder Votes ,
Standard of Review ,
Stock Sale Agreements ,
Stockholders' Meetings ,
Voting Rights
Following these ten steps will prepare SPAC boards, sponsors, and advisors for the likely shareholder suits and potential regulatory investigations that are increasingly becoming part of the SPAC landscape....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
In In re HomeFed Corp. Stockholder Litigation (“HomeFed”), the Delaware Court of Chancery considered on a motion to dismiss whether a squeeze-out merger by a controlling stockholder complied with the procedural framework set...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
Since the start of 2018, state and, to a lesser extent, federal courts around the country, as well as state legislatures and Congress, have issued decisions or considered legislation having a substantial impact on corporate...more
5/23/2019
/ AOL ,
Appraisal ,
Books & Records ,
Bylaws ,
CBS ,
Commercial Contracts ,
Controlling Stockholders ,
Corporate Governance ,
Corporate Structures ,
DE Supreme Court ,
Fiduciary Duty ,
Financial Transactions ,
Forum Shopping ,
Material Adverse Effects ,
Merger Agreements ,
Regulatory Standards ,
Section 220 Request ,
Shareholder Votes ,
Tesla ,
Trulia ,
Verizon