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DE Supreme Court

Global Private Equity Newsletter - Fall 2017 Edition: Update: Purchase Price Adjustment Disputes: Drafters Continue to Beware

by Dechert LLP on

In the Spring 2017 edition of Dechert’s Global Private Equity Newsletter, we reviewed the Delaware Court of Chancery’s decision in Chicago Bridge & Iron Company N.V. v. Westinghouse Electric Company LLC and WSW Acquisition...more

Delaware Supreme Court Reverses Chancellor's Chicago Bridge Ruling - Authority of Independent Auditor to Resolve Purchase Price...

by Jones Day on

In a much-anticipated decision, on June 27, 2017, the Supreme Court of Delaware reversed the Chancery Court's ruling in Chicago Bridge v. Westinghouse. The Delaware Supreme Court determined that an independent auditor...more

No Payday for Objecting Stockholders as Delaware Supreme Court Reverses Appraisal Ruling

by White & Case LLP on

The Delaware Supreme Court recently reversed a Delaware Chancery Court's finding that a private equity buyer had underpaid in connection with its acquisition of payday lending firm DFC Global Corporation....more

Delaware Court Of Chancery Recommends Limiting The Preclusive Effect Of Prior Decisions On Demand Futility In Derivative Lawsuits ...

by Shearman & Sterling LLP on

On July 25, 2017, Chancellor Andre G. Bouchard of the Delaware Court of Chancery issued a supplemental opinion, responding to a remand order from the Delaware Supreme Court, in which Chancellor Bouchard recommended that the...more

Delaware Supreme Court Reverses And Remands Appraisal Award But Rejects Bright-Line Presumption In Favor Of Deal Price

by Shearman & Sterling LLP on

On August 1, 2017, the Delaware Supreme Court, in an opinion by Chief Justice Leo E. Strine, Jr., reversed and remanded an appraisal ruling that had determined the buyout of DFC Global Corporation (“DFC”) by private equity...more

Delaware Supreme Court Provides Guidance on Factors to Consider in Appraisal Valuation Procedure in Context of DFC Global...

by Ropes & Gray LLP on

In DFC Global Corp. v. Muirfield Value Partners, L.P.,1 the Delaware Supreme Court reversed and remanded the Court of Chancery’s appraisal decision relating to the 2014 acquisition of DFC Global Corporation, an international...more

Chancery Recommends Rule to Determine Preclusive Effect of Judgments in Prior Derivative Actions

by Morris James LLP on

The predominant approach in most jurisdictions to determine whether the dismissal of a derivative action based on the failure to adequately plead demand futility bars re-litigation of this issue in a subsequent derivative...more

Delaware Supreme Court Endorses Deal Price as Strong Evidence of Fair Value in Appraisal of Public Companies

by Pepper Hamilton LLP on

In DFC Global Corp. v. Muirfield Value Partners, L.P. (Aug. 1, 2017), the Delaware Supreme Court issued its highly anticipated ruling on the determination of fair value in statutory appraisal cases. The court held that the...more

Delaware Supreme Court Clarifies The Role Of Deal Price In Appraisal Proceedings

by Goodwin on

In a long-awaited decision regarding Delaware’s appraisal statute, the Delaware Supreme Court ruled that in determining the fair value of a company, there is no presumption that the agreed upon transaction price is the fair...more

Delaware Supreme Court Decision Addresses Critical "Fair Value" Issues in Appraisal Litigation

On August 1, 2017, the Delaware Supreme Court issued an en banc opinion in DFC Global Corporation v. Muirfield Value Partners, L.P., et al., reversing the Delaware Court of Chancery's decision regarding the fair value of DFC...more

Delaware Supreme Court Rejects Presumption that Deal Price is Best Estimate of Fair Value; Private Equity Buyer’s Price Deserves...

In DFC Global Corp. v Muirfield Value Partners, L.P. et al, the Delaware Supreme Court declined to adopt a presumption that in an arm’s length merger the deal price is the best estimate of fair value for purposes of an...more

Delaware Supreme Court Reverses DFC Global And Clarifies The Deal Price’s Role In Appraisal Litigation

by Morris James LLP on

DFC Global Corporation v. Muirfield Value Partners L.P., No. 518, 2016 (Del. Aug. 1, 2017) - Delaware law has long made clear that the deal price for a company, while relevant, does not necessarily equate to the “fair...more

Delaware Chancellor Urges Revision of Preclusion Principles in Derivative Actions

The Chancellor of Delaware’s Court of Chancery yesterday urged the Delaware Supreme Court to revise Delaware law on preclusion in shareholder derivative actions. The court’s July 25, 2017 decision in In re Wal-Mart Stores,...more

Court of Chancery Advocates New Test Governing Preclusion in Derivative Litigation

by Morris James LLP on

In re Wal-Mart Stores Inc. Delaware Derivative Litig., C.A. No. 7455-CB (Del. Ch. July 25, 2017) - This is an important decision holding that just because one derivative litigation was dismissed for failure to overcome...more

Blog: Chicago Bridge Reversal Reiterates Need for Consistent Accounting in Working Capital True-Up

by Cooley LLP on

The vast majority of private company acquisitions contain some type of purchase price adjustment to account for any changes in certain financial metrics (including working capital) of the target between a specified reference...more

Superior Court Amends Civil Rule 107 Regarding Briefs

by Fox Rothschild LLP on

The Superior Court recently announced amendments to Superior Court Civil Rule 107 regarding briefs. The amendments include changes to Rule 107(b) and (h), as well as the adoption of Rule 107(j) and Form 48. Of note, the...more

Delaware Supreme Court Affirms Dismissal Of Disclosure Claim Based On Subsequent Employment Of Special Committee Chair By Legal...

by Shearman & Sterling LLP on

On June 15, 2017, the Supreme Court of Delaware affirmed dismissal of a putative stockholder class action alleging breach of fiduciary duty by the directors of Blount International, Inc. (“Blount”) and aiding and abetting...more

Delaware Supreme Court Affirms Dismissal Of "Demand-Refused" Derivative Suit Regarding Alleged Misconduct In Foreign Exchange...

by Shearman & Sterling LLP on

On June 19, 2017, the Supreme Court of Delaware affirmed the dismissal of a shareholder derivative suit against the board of directors of The Bank of New York Mellon Corporation (“BNYM”) in which plaintiff had asserted a...more

Delaware's New Focus on Deal Process and Disclosure: Part I

by Pepper Hamilton LLP on

Four recent developments in Delaware law reduce the liability exposure of corporate boards and controlling stockholders in merger transactions, and also benefit minority stockholders. Together, these developments clarify the...more

"Court of Chancery Provides Guidance on 'Credible Basis' Standard for Obtaining Books"

The Delaware Supreme Court has held that strict adherence to the procedural requirements of Section 220 of the Delaware General Corporation Law “protects the right of the corporation to receive and consider a demand in proper...more

"Delaware Supreme Court Examines Director Disinterestedness, Independence"

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

"Q&A With Delaware Litigation Partner Ed Micheletti"

What is the most significant recent development in Delaware, from a litigation standpoint? The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more

"The Continuing Evolution of Corwin in Delaware Courts"

Recent Delaware Supreme Court and Court of Chancery cases have continued to refine the impact and requirements of Corwin v. KKR Financial Holdings LLC, in which the Delaware Supreme Court held that the business judgment rule...more

Debt Dialogue: April 2017 - Creditor Barred from Bringing a Derivative Action Against an Insolvent Delaware Limited Liability...

In a recent ruling, Trusa v. Nepo (Del. Ch. April 13, 2017), consistent with prior case law, Vice Chancellor Montgomery-Reeves of the Delaware Chancery Court held that a creditor cannot bring a derivative action against a...more

Funds Talk: May 2017 - The ‘Commercially Reasonable Efforts’ Standard as Defined by the Delaware Supreme Court

In its recent decision in The Williams Cos., Inc. v. Energy Transfer Equity, L.P., et al., the Delaware Supreme Court offered guidance on the interpretation of the “commercially reasonable efforts” standard in a merger...more

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