News & Analysis as of

DE Supreme Court

Hot Topic for 2018 Proxy Season: Director Compensation in Wake of New Delaware Supreme Court Ruling

by Pepper Hamilton LLP on

In an important recent opinion, the Delaware Supreme Court ruled in In re Investors Bancorp, Inc. Stockholder Litigation that certain director compensation decisions would be reviewed under the “entire fairness” standard...more

Better Part of Valor: Delaware Supreme Court Rules No Ratification Defense for Director Grants under Discretionary Plans

by Farrell Fritz, P.C. on

What happens when corporate directors approve their own awards under an equity incentive plan? Under Delaware law, so long as the plan is approved by a majority of the fully informed, uncoerced and disinterested stockholders,...more

Delaware Supreme Court Affirms Decision That Well-Pled Unocal Claim Does Not Automatically Excuse Pre-Suit Demand

by Shearman & Sterling LLP on

On December 18, 2017, the Supreme Court of Delaware affirmed the Delaware Court of Chancery’s dismissal of a shareholder derivative action asserting that the directors of The Williams Companies, Inc. (“Williams”) breached...more

Delaware Supreme Court Imposes New Limits on Stockholder Ratification Defense In Connection With Equity Incentive Plans

In In re Investors Bancorp, Inc. Stockholder Litigation, No. 169, 2017, 2017 WL 6374741 (Del. Dec. 13, 2017), the Delaware Supreme Court limited the ability of directors to assert the stockholder ratification defense when...more

Knee Deep in the Big Muddy of Director Compensation and Stockholder Ratification

by Holland & Knight LLP on

• The Delaware Supreme Court delivered a gift to the plaintiffs' bar with its recent opinion reversing the Court of Chancery's In Re Investors Bancorp, Inc. Stockholder Litigation decision. • This decision, the first...more

Discretionary Equity Awards to Directors Subject to “Entire Fairness” Standard of Review

by Dorsey & Whitney LLP on

Human nature being what it is, the law, in its wisdom, does not presume that directors will be competent judges of the fair treatment of their company where fairness must be at their own personal expense. According to the...more

Discretionary Director Compensation Subject to Entire Fairness Review

by White & Case LLP on

On December 13, 2017, on appeal from the Chancery Court, the Delaware Supreme Court in In re Investors Bancorp, Inc. Stockholder Litigation, Del. Supr., No. 169, 2017, Strine, C.J. (Dec. 13, 2017) ("Bancorp"), denied a motion...more

Delaware Supreme Court Reaffirms Importance of Deal Price in Dell Appraisal Reversal

by White & Case LLP on

Reaffirming the importance of deal price in appraisal proceedings involving wellshopped transactions, the Delaware Supreme Court reversed the 2016 Chancery Court decision which held that Michael Dell and Silver Lake Partners...more

California Court of Appeal Holds that Demand Futility Must be Reassessed at Time of Filing of Amended Complaint

In Apple Inc. v. Superior Court, No. H044133, 2017 WL 6275830 (Cal. App. Dec. 11, 2017), the California Court of Appeal, Sixth District, considered whether a plaintiff asserting a shareholder derivative lawsuit must plead...more

Delaware Supreme Court Reverses Dell Appraisal Award - Emphasizes, But Does Not Require, Deference to Deal Price in Appropriate...

by Morrison & Foerster LLP on

On December 14, the Delaware Supreme Court reversed a Chancery Court decision that had found the “fair value” of Dell shares in the 2013 MBO by Michael Dell and Silver Lake to be about 28% more than the final negotiated deal...more

Delaware Supreme Court Clarifies Significance of Deal Price in Appraisal Cases

• For the second time in 2017, the Delaware Supreme Court reversed a Chancery Court’s decision to assign little or no weight to deal price in appraisal cases • In both cases, the court remained firm in its decision not to...more

Delaware Supreme Court Limits Stockholder Ratification Defense for Director Compensation Decisions

by Shearman & Sterling LLP on

Last week, the Delaware Supreme Court, in In re Investors Bancorp, Inc. Stockholder Litigation (“Bancorp”), reversed the Delaware Court of Chancery and held that awards granted to directors under a stockholder-approved equity...more

Delaware Supreme Court Reins in Stockholder Ratification of Director Compensation

• Directors were not entitled to stockholder ratification defense where stockholders only approved the general parameters of director and employee bonuses • This marks the first time in nearly 60 years that Delaware’s...more

Delaware Supreme Court reinforces the importance of deal price in appraisal proceedings

by Hogan Lovells on

In Dell Inc. v. Magnetar Global Event Driven Master Fund, Ltd., the Delaware Supreme Court reversed the Court of Chancery’s determination in an appraisal proceeding relating to the 2013 management-led buyout of Dell Inc....more

Delaware Supreme Court Reverses Court of Chancery’s Dell Appraisal Decision; Suggests that Deal Price Was the Best Evidence of the...

by Ropes & Gray LLP on

In Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., et al., the Delaware Supreme Court reversed and remanded the Court of Chancery’s valuation of Dell in an appraisal case arising from the 2013 management buyout...more

Boards Beware: Delaware Supreme Court Limits Application of Deferential Standard for Reviewing Director Equity Awards

On December 13, 2017, the Delaware Supreme Court issued an opinion, In re Investors Bancorp, Inc. Stockholder Litigation, Case No. 169, holding that, except under limited circumstances, the court will not apply the...more

New Delaware Supreme Court Ruling on Excess Director Compensation: A Return to Formula Plans?

On December 13, 2017, in Re Investors Bancorp, Inc. Stockholder Litigation ("Bancorp"), the Supreme Court of Delaware held that when stockholders have approved an equity incentive plan that gives the directors discretion to...more

Delaware Supreme Court Reverses Controversial Dell Appraisal Ruling

by Seyfarth Shaw LLP on

Seyfarth Synopsis: The Delaware Supreme Court issued its much-anticipated unanimous decision last Thursday in the “long-running appraisal saga” that took place following the 2013 management-led buyout of Dell. In reversing...more

Delaware Supreme Court Defines “Collusion”

by Allen Matkins on

A couple of years ago, I taught Administrative Law at the University of California, Irvine School of Law. One of the many theories that we covered was the idea of “regulatory capture”. This is a “term coined by public...more

Delaware Supreme Court Increases Risk for Boards in Making Discretionary Director Compensation Awards

by Goodwin on

On December 13, 2017, the Delaware Supreme Court issued a decision in In re Investors Bancorp, Inc. Stockholder Litigation, holding that director compensation awards made pursuant to an equity compensation plan that permits a...more

M&A Update: Delaware Supreme Court Emphasizes Deal Price in Appraisal Litigation

On December 14, the Delaware Supreme Court released a long-awaited opinion in Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd. that reversed and remanded a high-profile appraisal case decided by the Delaware Court...more

Delaware Supreme Court Reverses And Remands Dell MBO Appraisal Decision, Finding The Trial Court Erroneously Disregarded The Deal...

by Shearman & Sterling LLP on

On December 14, 2017, the Delaware Supreme Court, in an opinion by Justice Karen L. Valihura, reversed and remanded an appraisal ruling by the Court of Chancery that had determined that the management-led buyout (“MBO”) of...more

Delaware Supreme Court Issues Important Opinion in Dell Appraisal Case

On December 14, 2017, the Delaware Supreme Court issued its much-anticipated opinion in the Dell appraisal case, Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd., affirming in part, and reversing in part, the...more

Reversing A Dismissal, Delaware Supreme Court Declines To Apply Ratification Defense For Discretionary Compensation Awards Under...

by Shearman & Sterling LLP on

On December 13, 2017, the Delaware Supreme Court reversed the Court of Chancery’s dismissal of fiduciary duty breach claims brought derivatively by stockholders of Investors Bancorp, Inc. against its directors in connection...more

Director Discretionary Compensation Subject to Entire Fairness Standard According to Delaware Supreme Court

by Stinson Leonard Street on

In a recent decision by the Delaware Supreme Court in In re Investors Bancorp Stockholders Litigation, the court found that director equity grants based on director discretion are subject to an entire fairness standard of...more

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