In denying a defendant’s motion for reargument of the denial of a motion to dismiss, Chancellor Chandler applied the entire fairness standard, and not the business judgment rule, to a reverse stock split, for 3 separate reasons. Assuming, as required on a motion to dismiss, that all well-pleaded allegations were true and resolving all inferences
July 2005
Ethical Blogging
By Francis Pileggi on
Posted in Commentary
Prof. Christine Hurt at the Conglomerate blog posts about ethical issues related to blogging, and links to several others who discuss the topic.
Preliminary Injunction Denied for Trade Secret Claim
By Francis Pileggi on
Posted in Court of Chancery Updates
A request for a preliminary injunction was denied in connection with a claim that a former business partner had breached an agreement, and by contacting certain customers, had misappropriated trade secrets. In Nutzz.com v. Vertrue Incorporated, download pdf file, the court found that the irreparable harm prerequisite for injunctive relief, as well and…
Analysis of Recent Cox Decision
By Francis Pileggi on
Posted in Court of Chancery Updates
Prof. Ribstein has an insightful analysis on his blog of the recent Cox Communications decision. In addition to a decision on attorneys’ fees in class actions, the opinion has a more far-reaching discussion of public policy issues raised in cases involving a majority buyout of minority shares and related concerns. I briefly posted on the…
More on the Roberts Nomination
By Francis Pileggi on
Posted in Commentary
Now for the human side of President Bush’s announcement last night of his nominee for the U.S. Supreme Court. Anyone with children must see this link for photos of the nominee’s son who did not let the fact that the President was making a big announcement spoil his fun. The nominee’s calmness in this situation…
Judge Roberts Nominated for U.S. Supreme Court
By Francis Pileggi on
Posted in Commentary
President Bush this evening nominated D.C. Circuit Court of Appeals Judge John Roberts to replace Sandra Day O’Connor and become the 109th justice of the U.S. Supreme Court. Here is a link to a story with his background.
Justice Clement?
By Francis Pileggi on
Posted in Commentary
The Washington Post has an article today about the press conference scheduled for tonight by the White House to announce the President’s choice to replace Justice O’Connor on the U.S. Supreme Court, and the possibility of Circuit Court Judge Edith Clement.
More on the Expected Disney Decision
By Francis Pileggi on
Posted in Commentary
Prof. Gordon Smith has arranged for an online symposium through his blog called Conglomerate, with a panel of law professors, who will begin their commentary on the day after Chancellor Chandler’s Disney decision is made public, with details available here. One of my prior posts linked to Prof. Larry Ribstein’s prediction on the…
Expedited Proceedings Denied in SunGard
By Francis Pileggi on
Posted in Court of Chancery Updates
The standard for granting a litigant’s request for expedited proceedings in connection with a preliminary injunction motion was discussed in the recent opinion of In Re SunGard Data Systems, Inc. Shareholder Litigation, download pdf file. The shareholders in a purported class action had sought an expedited hearing, prior to a shareholders’ meeting, to…
Three Recent Chancery Decisions
By Francis Pileggi on
Posted in Court of Chancery Updates
Three recent Chancery decisions posted on the Court’s website each addressed issues that often arise:
In Mason v. Network of Wilmington, Inc., download pdf file, the court discussed the summary judgment motion standard (prior to the recent adoption of Rule 56(h)), in connection with analyzing the following issues related to efforts to collect a judgement against the sole shareholder of affiliated entities: piercing the corporate veil; fraudulent transfers and successor liability. See below link for remaining 2 cases.Continue Reading Three Recent Chancery Decisions