Chancery Court Defers to Bankruptcy Court for Clarification Prior to Addressing Corporate Issues
Beal Bank v. WestPoint Int’l, Inc., et al., (Del. Ch., May 30, 2007), read opinion here, is another example, among many cases summarized on this blog, that deals with the intersection of Delaware corporate law and bankruptcy law. This case … Continue reading
U.S. Supreme Court Rules on Race Case
I try to avoid going "off topic" but the decision today by the U.S Supreme Court on issues of race, is of such wide-ranging importance, I hope my readers will forgive a short diversion. Courtesy of The Wall Street Journal’s … Continue reading
Proposals to Reincorporate in Delaware Due To Majority Voting Changes in DGCL
The ISS Proxy Report for the 2007 season, available here, chronicles, among other things, proposals during this proxy season that supported reincorporation in Delaware due to the recent change in the Delaware General Corporation Law (DGCL) allowing for majority voting. An … Continue reading
Chancery Dismisses Delaware Case Based on McWane Standard
In Kaufman v. Kumar, et al., (Del. Ch., June 8, 2007), read opinion here, the Chancery Court dismissed a complaint, at the request of a Special Litigation Committee, in favor of a first-filed proceeding in federal court in the Eastern District of … Continue reading
U.S. Supreme Court Decides New Standard for Motion To Dismiss Per FRCP 12(b)(6).
In Bell Atlantic Corp. v. Twombly, 127 S.Ct. 1955 (2007), read opinion here, the U.S. Supreme Court recently changed the analysis for federal courts to use in deciding a Motion to Dismiss pursuant to FRCP 12(b)(6) and in light of … Continue reading
Delaware, Bankruptcy and More
Delaware corporate law and bankruptcy law often overlap or intersect, as I have noted in prior posts. (e.g., here). Steve Jakubowski, the scholarly author of the popular blog of longstanding called The Bankruptcy Litigation Blog, recently posted here about Delaware and its … Continue reading
“Going Private” Transactions Enjoined for Failure to Fully Disclose Material Facts to Shareholders
In the recent cases of In Re Lear Corporation Shareholders Litigation, 2007 WL 1732588 (Del. Ch., June 15, 2007), read opinion here, and In Re Topps Company Shareholders Litigation, 2007 WL 1732586 (Del. Ch., June 14, 2007), read opinion here, the … Continue reading
Merger Upheld In Light of Shareholders’ Right to Consent But Not Vote on Merger
In Matulich v. Aegis Comm’ns Group, Inc., (Del. Ch., May 31, 2007), read opinion here, the Chancery Court addressed the issue of the number of shares needed to complete a merger under DGCL Sections 251 and/or 253. Also discussed is the right of … Continue reading
Judicial Discretion
I will be summarizing a few recent Chancery Court decisions this week, but in the meantime I want to give you the benefit of one view of judicial discretion in the below cartoon, courtesy of Charles Fincher of www.lawcomix.com. Enjoy.
Rescission Remedy Available Even If Case Not Expedited
In Ginsburg v. Philadelphia Stock Exchange, Inc., et al. (Del. Ch., May 31, 2007), read letter decision here, the Delaware Chancery Court addressed the issue of whether rescission was available as a remedy even if the case was not on … Continue reading
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