delaware

Gibson Dunn on Controlling Shareholders and the Business Judgment Rule in Going Private Merger Transactions

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On May 29, 2013, Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery issued an important decision that lays the foundation for controlling stockholders to pursue going-private merger transactions with the comfort that, if certain conditions are met, …

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Editor's Tweet: Gibson Dunn on Controlling Shareholders and the Business Judgment Rule in Going Private Merger Transactions http://wp.me/p2Xx5U-123

Do Impending Delaware Law Changes Mean a Seismic Shift for Cash Tender Offers in Business Combinations?

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Delaware appears almost certain to adopt changes that would become effective August 1 to the Delaware General Corporation Law (DGCL) which would change the process for back-end mergers after a tender offer closes.

Under this change,  a Buyer of over …

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Editor's Tweet: Will impending Delaware law changes mean a seismic shift for cash tender offers in business combinations?

Seinfeld and Director Compensation: A Decision That Wasn’t About Nothing

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As companies prepare for the upcoming proxy season, the recent Delaware decision in the Seinfeld case offers a cautionary note for boards as they consider director equity and incentive awards and the terms of the plans under which they are …

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Editor's Tweet: David Fox and Daniel Wolf of Kirkland & Ellis discuss the implications of the recent Delaware decision, Seinfeld.

Key Delaware Corporate and Commercial Decisions in 2012

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This is the eighth year that we have provided an annual review of key Delaware corporate and commercial decisions. During 2012, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court and Court of Chancery on corporate and commercial …

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Editor's Tweet: The Delaware Corporate and Commercial Litigation Blog provides their annual review of key decisions.