Litigation developments: core M&A and corporate governance doctrines
Compliance Perspectives: Due Diligence and Ultimate Beneficial Ownership (UBO)
A planning technique that is known to most tax professionals is for an owner of a private company to gift an interest therein to charity prior to a sale. This technique is only of interest to taxpayers who are charitably...more
Process still matters. That’s the main takeaway from the Delaware Court of Chancery’s 200-page opinion striking down Tesla’s 2018 incentive package awarded to Elon Musk. The court rescinded the incentive package mainly...more
A recent opinion from the Delaware Court of Chancery reaffirmed a Delaware corporation’s ability to create a class of stock with voting power that is based on a formula in the certificate of incorporation (Charter) or on...more
The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to...more
A class action lawsuit filed against PayPal in connection with a breach it suffered in 2017 was dismissed recently because the plaintiffs did not adequately allege PayPal’s intent to deceive investors. The litigation began...more
In The Frederick Hsu Living Trust v. Oak Hill Capital Partners III, L.P., et al., C.A. No. 12108-VCL (Del. Ch. May 4, 2020), the Delaware Court of Chancery (the “Court”) held that the controlling stockholder, directors, and...more
On Nov. 4, 2019, the Department of the Treasury (Treasury) and the Internal Revenue Service (the Service) published final debt-equity regulations (the Final Regulations) and an advance notice of proposed rulemaking (the...more
For most family business owners, the old way of discount planning has become perishable. For many years, closely-held business owners routinely heard estate planners advise them to give or sometimes sell family members’...more
Recent Delaware court decisions have underscored the value of procedural safeguards in controlling stockholder transactions—which, at least when involving minority freeze-outs, historically were subject to entire fairness...more
In a recent decision, the Delaware Court of Chancery granted a motion to dismiss a complaint asserting breach of fiduciary duty claims arising out of a stock issuance proposed by a controlling stockholder. IRA Trust f/b/o...more
In monitoring SEC comment letters, we came across this SEC comment letter made public this month. It serves as a reminder to registrants that, when calculating a company’s public float, there is an informal presumption that a...more
In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017) (“ODN”), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by...more
In a recent opinion, Hsu v. ODN Holding Corp. (Del. Ch. April 25, 2017), the Delaware Court of Chancery refused to dismiss a lawsuit alleging that the company’s directors and others breached their fiduciary duties by selling...more
The plaintiffs in In Re Volcano Corp. Stockholder Litigation were former public stockholders of a company that was acquired for $18 per share in an all-cash merger. Just five months prior, the target company had declined an...more
In a recent decision in an appraisal action, the Delaware Chancery Court reaffirmed the Court’s reluctance to substitute its own calculation of the “fair value” of a target company’s stock for the purchase price derived...more
In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more
In an August 27, 2015 decision, Vice Chancellor Laster of the Delaware Chancery Court found that the chief executive officer (David H. Murdock) and president and general counsel (C. Michael Carter) of Dole Food Co., Inc....more
The Delaware Chancery Court ordered Dole Food Co. Inc. CEO David Murdock and General Counsel Michael Carter to pay Dole shareholders $148 million for fraud in connection with the company’s 2013 take-private deal. The August...more
In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more
Delaware corporations should evaluate their certificates of incorporation or bylaws in light of new amendments to the Delaware General Corporation Law. On June 24, Delaware Governor Jack Markell signed Senate Bill 75...more
A recent but little-known decision by a Delaware court may have substantially expanded the state's jurisdiction over the directors of a Delaware corporation. Delaware has long had a director-consent-to-service statute: 10...more
On April 17, 2014, the Corporation Law Section of the Delaware State Bar Association proposed legislation that, if adopted, would amend the Delaware General Corporation Law (the DGCL) in a number of important ways. Proposed...more
Last summer, in our post titled Protecting Your Business Judgment: Recent Developments in Delaware Law on M&A Deals Involving Controlling Stockholders, we alerted you that two trial courts in the nation’s leading forum for...more
Following the re-election of President Robert Mugabe, the Zimbabwe Government is now reported to be pushing forward with its policy of “indigenization” of the country’s economy, which consists of ensuring that indigenous...more
In In re MFW Shareholders Litigation, on May 29 the Delaware Court of Chancery granted summary judgment in favor of MacAndrews & Forbes Holdings Inc. in a class action suit brought by former stockholders of M&F Worldwide...more