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Delaware Chancery Court
The Lost Lessons of Shareholder Derivative Suits
Many corporate law scholars watched in amazement as merger litigation exploded over the past 15 years. In 2005, only 37 percent of mergers involving U.S. public companies and with a transaction size of at least $100 million were challenged in …
Sidley Austin Discusses Delaware Chancery’s Latest Guidance on Caremark Claims
The Delaware Court of Chancery provided its latest guidance on so-called Caremark claims in a New Year’s Eve opinion issued by Vice Chancellor Glasscock in Richardson v. Clark, an action brought derivatively by a stockholder of Moneygram International, Inc. …
Cooley Discusses Delaware Chancery Case on MACs and Business Covenants During COVID
In the months following the onset of the COVID-19 pandemic, a slew of parties filed lawsuits in US courts relating to M&A transactions that were signed prior to March 2020 and that buyers were seeking to terminate as a result …
Why Delaware Dominates Incorporations and the Creation of Other Forms of Business
Delaware’s success in attracting corporate formations is well known, but explanations for it vary. In a recent paper, I test these explanations as well as the reasons for Delaware’s success in attracting other types of business formation I find evidence …
Sullivan & Cromwell Discusses Delaware Chancery Ruling in “Panera” Appraisal Case
The Delaware Court of Chancery ruled in In re Appraisal of Panera Bread Company,[1] following a six-day trial, in a 130-page decision issued on January 31, 2020, that the petitioners received more than fair value for each share …
Tesla, SolarCity, and Inherent Coercion
Tesla notched a trifecta of (legal) headlines this week, with three inter-related developments coming out of the shareholder challenge to the firm’s 2016 purchase of SolarCity: a settlement, a summary judgment decision, and an almost-certain trial featuring testimony by none …
Davis Polk Discusses Recent Delaware Decisions on Director Oversight
Two recent Delaware decisions may give ammunition to stockholder plaintiffs seeking to assert claims against directors under a Caremark theory for failing to comply with their oversight obligations. The decisions—Marchand v. Barnhill (“Blue Bell”) and In re …
A Judge With the Confidence to Go in New Directions
Bill Allen was an extraordinary person – a great judge who recalibrated Delaware fiduciary law at a critical junction in its history; an enthusiastic and enlightening teacher who engaged with students who were not even born when he had already …
Wachtell Lipton Discusses Post-Closing Merger Litigation — The Road Ahead
In a recent series of landmark decisions, the Delaware Supreme Court has constructed an orderly doctrinal framework designed to reduce wasteful post-closing merger litigation. These cases recognize that the market’s judgment is usually sound and that the costs of intensive …
The Dell Appraisal and the Business Judgment Rule
In 2013, Michael Dell and his private equity partner, Silver Lake, brought the previously publicly-held Dell Corporation private at a price of $13.75 per share, a price that was approved by Dell’s board and by a 57 percent majority vote …
Fried Frank Discusses When Appraisal Is Likely to Be Below the Deal Price
Since the Delaware Supreme Court issued its landmark Dell appraisal decision in December 2017, the Delaware courts have issued three appraisal decisions—Verition Partners v. Aruba Networks (Feb. 15, 2018), In re Appraisal of AOL Inc. (Feb. 23, 2018), and …
Appraisal Apprisal: Dell v. Magnetar
Paul Weiss Discusses the Extension of the M&F Worldwide Doctrine
Recently, in In re Martha Stewart Living Omnimedia, Inc. Stockholder Litigation, in an opinion by Vice Chancellor Slights, the Delaware Court of Chancery extended the Kahn v. M&F Worldwide roadmap for invoking business judgment review in controller buyouts to …
Insider Trading, Delaware Courts and SEC Regulation Get Lively Airing at M&A and Corporate Governance Conference
Insider trading law may be headed for even more disruption, as federal and state watchdogs press broad theories that include hacking and so-called Insider Trading 2.0, the early release of information for a fee, a panel of legal experts said …
Gibson Dunn Provides an Update on “Fully Informed, Uncoerced” Shareholder Votes in Delaware Under Corwin
In a series of decisions that began with Corwin v. KKR Financial Holdings LLC, it is now clear under Delaware law that boards of directors will receive the protection of the business judgment rule “when a merger that is …
Cleary Gottlieb explains Delaware Chancery Court Decision Offering Practical Lessons for Compensation Committees
The Delaware Court of Chancery’s recently published opinion in Amalgamated Bank v. Yahoo!, Inc.[1] (the “Opinion”) provides a reminder for directors about the importance of process in satisfying fiduciary duties when evaluating and approving executive compensation packages. …
Buyer’s Remorse and “MAC Outs” in M&A Agreements
Feeling some buyer’s remorse after your latest big purchase? Well, this happens to companies involved in multi-billion dollar mergers and acquisitions, too, in the time between signing an agreement and closing the deal. This is one reason that a material …
Fried Frank explains Chancery Court Decision Providing Guidance on Post-Closing Fraud by Buyer of Portfolio Company
In a recent decision relating to the sale of a portfolio company by one private equity firm to another—Prairie Capital v. Double E (Nov. 24, 2015)—the court provided important guidance with respect to a buyer’s ability to make post-closing …
Fried Frank explains BMC Software and the Court’s Ongoing Incremental Path to Increased Reliance on the Merger Price in Appraisal Cases
The Delaware Court of Chancery has been on a slow but clear path toward increased reliance on the merger price in determining fair value in appraisal cases. While the court’s reliance on the merger price as the best indicator of …