I will be out of the country on a business trip for a few days and am not sure how much Internet access I will have, so posts may be light until the middle of next week. I still will be reading recent cases to summarize here, but might not have access to post my
May 2006
Lay and Skilling Verdict
By Francis Pileggi on
Posted in Commentary
Prof. Bainbridge is blogging about the verdict today. Here is the link:
ProfessorBainbridge.com: Lay and Skilling Convicted: Ongoing Reaction
Attorneys’ Fees Denied in Section 220 Case; Admonition Against Merits-based Defense in 220 Case
By Francis Pileggi on
Posted in Chancery Court Updates
In Norman v. US MobilComm, Inc., download file, the stockholder made the bold move of asking for attorneys’ fees in a books and records case brought under DGCL Section 220.
Seasoned or jaded practitioners might be able to predict the result of the effort. After a one day trial, the Court indicated that…
Plain English Preferred
By Francis Pileggi on
Posted in Chancery Court Updates
The Wall Street Journal’s blog reports that Chancellor Chandler has instructed the lawyers in the settlement of the News Corp litigation to use plain English in describing the settlement terms. Here is the link:
Law Blog: Delaware’s Chandler to Lawyers: Plain English, Please!
Buffet of Delaware Corporate Issues Addressed
By Francis Pileggi on
Posted in Chancery Court Updates
In a case that is destined to be frequently cited for several Delaware law principles, Vice Chancellor Noble recently wrote a 139-page decision with 361 footnotes that covered many important areas of Delaware law in a case styled: Khanna, et al. v. McMinn, et al., involving the Covad Communications Group. (For a summary on…
You Say Shareholder and I Say Stockholder…
By Francis Pileggi on
Posted in Commentary
Gordon Smith talks about the “canard” mentioned in a post by Bill Sjostrom about whether one should use “shareholder” or “stockholder” –or if it really matters, and whether one term is more prevalent in Delaware than elsewhere. Here is the link:
Conglomerate Blog: Business, Law, Economics & Society
Squeeze-Out Merger Leads To Liability Because Price Not Entirely Fair
By Francis Pileggi on
Posted in Chancery Court Updates
The Chancery Court case of Delaware Open MRI Radiology Associates, P.A. v. Kessler , download file, involved the squeeze-out merger of a closely-held private company made up of radiologists. The Court referred to the case as “another progeny of one of Delaware law’s hybrid varietals: the combined appraisal and entire fairness action.”
The Court…
Sealed Documents in 220 Case Unsealed in Derivative Case and Standards to Make Confidential Documents Public are Explained
By Francis Pileggi on
Posted in Chancery Court Updates
In a derivative case that was preceded by a Section 220 action, the Chancery Court determined that documents designated confidential in the Section 220 case and filed under seal needed to be unsealed and publicly disclosed based on a thorough anlaysis of the applicable cases and policy concerns. In Romero v. Dowdell , download file…
Milberg Weiss Website With Defense Highlights
By Francis Pileggi on
Posted in Commentary
The cognoscenti already know about the recent indictment of class action firm Milberg Weiss, and the issues about how they managed to obtain representation of some plaintiffs in class actions, but not yet as widely known (so far) is the website that the firm created to rebut the charges. A link to the site is…
Purchase Price Adjustment Subject To Arbitration
By Francis Pileggi on
Posted in Chancery Court Updates
OSI Systems, Inc. v. Instrumentarium Corporation, download file, is a Chancery Court case that involved a motion for judgment on the pleadings filed by both parties regarding the interpretation of an Asset Purchase Agreement. The dispute involved an adjustment to the purchase price based on working capital as determined after the date of…