Fiduciary Duty, Going-Private Transactions

Delaware Supreme Court Enforces Partnership Agreement’s Unambiguous Exculpation Provision Waiving Fiduciary Duties and Presuming...

Cadwalader, Wickersham & Taft LLP on 1/24/2023

On December 19, 2022, Chief Justice Seitz issued an opinion for a unanimous Delaware Supreme Court, sitting en banc, reversing and remanding the Delaware Court of Chancery’s decision in Bandera Master Fund LP v. Boardwalk...more

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition

Goodwin on 5/19/2021

A Win for Deal Certainty, Delaware Court of Chancery Orders Closing of Cake Supplier Acquisition; Under Armour to Pay $9M to Settle SEC Charges Involving Disclosure Failures; First Circuit Upholds Decision Applying Federal...more

Court of Chancery Sustains Aiding-and-Abetting Breach of Fiduciary Duty Claim Against Financial Advisor Based on its Conflicts of...

Morris James LLP on 7/21/2020

Morrison v. Berry, C.A. No. 12808-VCG (Del. Ch. June 1, 2020) - Even if fiduciary duty of care claims against a target company’s board of directors are exculpated, an aiding-and-abetting claim against a financial advisor...more

Delaware Court of Chancery Adopts New Framework for Determining whether to Join Minority Stockholders with a Controlling...

Dechert LLP on 5/13/2020

In a decision of interest to private equity investors, the Delaware Court of Chancery (the “Court”) adopted a new framework for determining whether minority stockholders are part of a control group with a separately...more

Seventh Circuit Reverses Prior Ruling After Reexamining Exclusion Clause

Carlton Fields on 10/4/2019

After a panel rehearing, the Seventh Circuit in Emmis Communications Corp. v. Illinois National Insurance Co., No. 18-3392 (7th Cir. Aug. 21, 2019), vacated a prior judgment and withdrew an opinion issued in July 2019,...more

Failure to Provide Audited Financial Statements Precludes Reliance on Corwin

Stinson - Corporate & Securities Law Blog on 11/26/2018

In Re Tangoe, Inc. Stockholders Litigation was one of those situations where everything that could go wrong did. ...more

M&A Update: Delaware Supreme Court Clarifies the “Ab Initio” Requirement for Business Judgment Review of Controlling Stockholder...

Cadwalader, Wickersham & Taft LLP on 11/5/2018

In Flood v. Synutra Int’l Inc., the Delaware Supreme Court clarified its holding in Kahn v. M&F Worldwide Corp. (“MFW”). ...more

Challenge to a Squeeze-Out Merger Dismissed Under MFW Framework

Morris James LLP on 11/3/2016

In a stockholder challenge to a going-private merger by a controlling stockholder to buy out minority stockholders, the operative standard of review is ordinarily the most rigorous judicial review, entire fairness. To obtain...more

What’s Happening in Delaware M&A – Summer 2016

Perkins Coie on 8/22/2016

This update provides a summary of recent Delaware caselaw and statutory developments concerning mergers and acquisitions, including new cases regarding appraisal rights, fraud claims and fiduciary duty and deal process...more

N.Y. Court of Appeals Adopts Business Judgment Rule, with Conditions, for Going-Private Mergers

Proskauer - Corporate Defense and Disputes on 5/6/2016

The New York Court of Appeals has followed Delaware in holding that the business-judgment rule applies to going-private mergers as long as certain shareholder-protective measures are met. The court’s May 5, 2016 decision in...more

Fraud Vitiated Special-Committee Process in Dole Merger

Morris James LLP on 10/8/2015

In a self-interested transaction between a company and its controlling stockholder, the operative standard of judicial review under Delaware law is the most rigorous: entire fairness standard of review. To obtain the least...more

Delaware Court Holds Interested Directors Liable for "Fairer Price" In Going Private Transaction

Bracewell LLP on 9/9/2015

In one of the largest ever M&A-related recoveries for shareholders, Vice Chancellor J. Travis Laster ordered Dole Food Company, Inc.’s Chairman and CEO, David Murdock, and Dole’s former President, COO and General Counsel, C....more

Delaware Chancery’s In re Dole Food Co., Inc. Decision Provides Lessons For Corporations Considering Going Private Transactions

King & Spalding on 9/2/2015

On Thursday, August 27, 2015, Vice Chancellor J. Travis Laster found Dole Food Co., Inc. (“Dole”) Chief Executive Officer, David Murdock, and General Counsel, C. Michael Carter, liable to investors for $148 million in fraud...more

Court Of Chancery Explains Unfair Dealing Law In Cash-Out Case

Morris James LLP on 9/1/2015

Aside from the very large damage award, this decision should be noted for its thorough analysis of the duties of a controlling stockholder and his aides in the way they act to carry out a going private transaction....more

Delaware Independent Director Liability in Control Buyout Cases

Proskauer - Corporate Defense and Disputes on 2/17/2015

The Delaware Supreme Court will address the standard for pleading that an independent director has breached fiduciary duties in connection with a controlling shareholder buyout. The issue was certified for interlocutory...more

Delaware Chancery Court Establishes Procedural Framework for Obtaining Business Judgment Review for Going Private Transaction...

Sheppard Mullin Richter & Hampton LLP on 6/26/2013

In In re MFW Shareholder Litigation, C.A. No. 6566-CS, 2013 WL 2436341 (Del. Ch. May 29, 2013), the Delaware Court of Chancery analyzed one of the most important open questions of Delaware corporate law: whether it is...more

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