News & Analysis as of

Revlon Standard Shareholder Litigation Board of Directors

Nutter McClennen & Fish LLP

M&A in Brief: Q1 2024

In a letter ruling, the Delaware Chancery Court held that where neither the target nor the acquiror was a Delaware entity, the transaction documents between the parties could not confer jurisdiction in the Chancery Court...more

Foley & Lardner LLP

Directors See More Deference In Wis. Courts Than In Del.

Foley & Lardner LLP on

Wisconsin courts continue to distinguish Wisconsin law from that of other jurisdictions, most notably Delaware. In late 2018, the dismissal of shareholder lawsuits against National Research Corp., or NRC, and its directors in...more

Jones Day

Delaware Court of Chancery Finds Breach of Fiduciary Duty in Activist-Induced Sale

Jones Day on

The Situation: A Delaware court recently found that a board breached its fiduciary duties by bowing to activist pressure and engaging in a sale rather than continuing the business as a going concern. The Case: In re PLX...more

Cadwalader, Wickersham & Taft LLP

M&A Update: Fully Informed Vote of Disinterested Stockholders Results in Business Judgment Rule Protection in Post-Closing Review...

In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the...more

Goulston & Storrs PC

In re Family Dollar Stores, Inc.: No Revlon Duty to Seek Better Terms From Competing Bidder

Goulston & Storrs PC on

Last month, in In re: Family Dollar Stores, Inc. Stockholder Litigation, a Delaware Chancery judge rejected the efforts of certain shareholders of Family Dollar Stores, Inc., to prevent Family Tree’s shareholders from voting...more

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