July 2006

Williamson v. Cox Communications, Inc., ( read opinion online here  ).This Chancery Court case addressed whether or not two cable companies should be considered “controlling shareholders” for purposes of a transaction and if so, whether that transaction was unfair to minority shareholders and should be governed by the entire fairness standard. The court discussed the different

Elite Cleaning Company, Inc. v. Capel, (  read opinion online  here   ). This Chancery Court case involved a Covenant-Not-To-Compete and a claim for wages under the Federal Fair Labor Standards Act for failure to pay overtime. The plaintiff was a janitorial service. The court described the standards that apply for the enforcement of a Covenant-Not-To-Compete and was

In addition to summarizing Delaware Chancery Court and Supreme Court cases on business law matters, this blog also comments on legal ethics and e-discovery matters of interest. In that vein, I bring to your attention The Wall Street Journal’s Law Blog report that New Jersey’s Committee on Attorney Advertising ruled this week that lawyer advertising

In Dover Historical Society, Inc. v. City of Dover Planning Commission, (Del. Supreme, July 10, 2006) (read opinion online   here ), the Delaware Supreme Court continued its tradition of enforcing high standards of conduct in litigation matters. In this case the state’s high court reviewed the denial of attorneys’ fees by the Superior Court

Harbinger Capital Partners Master Fund I, Ltd. v. Granite Broadcasting Corporation ,   (read opinion online here. ) In this Chancery Court case the court held that a holder of redeemable preferred stock did not have standing to enjoin the sale of assets that violate the terms of an indenture and that would allegedly constitute a fraudulent conveyance. The court concluded based on the review of documents that the redeemable preferred stock at issue has not and never will give rise to a right to payment against the corporation. This is so despite new GAAP accounting rules that even according to the corporation’s own financial statements treat the preferred stock at issue in accordance with FAS 150. Continue Reading Preferred Stock Rights Based on Contract Principles

Prof. Ribstein blogs about a California case that addresses whether insider trading claims should be covered by the corporate “internal affairs” rule or by the choice of law rule that applies to state securities claims. The internal affairs doctrine provides that the governance of the issues among shareholders and directors is controlled by the state

Cathy Kirkman, a Silicon Valley lawyer whose blog is called Silicon Valley Media Law, posts about a conference at which she was a panel member. The conference was reported on the front page of the San Jose Mercury News, and addresses how blogging has tranformed the lives of the bloggers on the panel.

Prof. Bainbridge blogs about the recent decision of the Bankruptcy Court for the District of Delaware regarding the duties under Delaware law of directors of an insolvent susidiary. In re Scott Acquisition Corp., 2006 WL 1731277 (Bkrtcy. D.Del. 2006). Though he agrees with the result, the good professor cites Delaware Chancery Court decisions and

Although many DGCL Section 220 cases are summarized on this blog, the following 3  unrelated Chancery Court decisions, all rendered within the last few weeks, give a good overview of some of the challenges that face one seeking books and records under Section 220 and highlight the fact that despite being a summary statutory proceeding, it