Courtesy of a link on ProfessorBainbridge.com, here is a link to an article by Len Costa of the publication called Legal Affairs, which provides more background details than most people might care to know regarding how the Delaware Chancery Court reached its current prominence in the world of corporate law, as well as entertaining
July 2007
Chancery Asserts Need to Decide Important Delaware Issues Such as Backdating, Despite Parallel Federal Case
In Brandon v. Deason, (Del. Ch., July 20, 2007), read opinion here, the Delaware Chancery Court denied a motion to stay a Delaware derivative action, despite a parallel proceeding in Texas, due the the important, substantive issues of Delaware law at issue. The court described the objections of defendants to the motion as "dilatory and …
Chancery Court Awards Damages to Buyer of Radio Station Based on Fraud and Breach of Contract
In Cobalt Operating LLC v. James Crystal Enterprises, LLC, 2007 WL 2142926 (Del. Ch., July 20, 2007), read opinion here, the Chancery Court provides a lengthy recitation of this intensely factual battle between a buyer and a seller of a radio station. The buyer claimed that the material representations of the seller about cash…
Unjust Enrichment Claim Denied Again
MetCap Securities LLC v. Pearl Senior Care, Inc., 2007 WL 195442 (Del. Ch., June 29, 2007), read opinion here. This is a Chancery Court decision on a Motion for Reargument pursuant to Chancery Court Rule 59(f), of a decision previously summarized on this blog here. See MetCap Secs, LLC v. Pearl Senior …
Chancery Rejects Class Action Settlement
In TD Banknorth Shareholders Litigation, (Del. Ch., July 19, 2007), read opinion here, the Chancery Court rejected a class action settlement related to the acquisition by the Toronto-Dominion Bank of the remaining publicly-held shares of the TD Banknorth. Here is court’s own summary of its main reasons for rejecting the settlement:
The review procedure employed at this time requires
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Delaware Court Decisions Citing Blogs
Courtesy of ProfessorBainbridge.com, here is a post that refers to the Concurring Opinions blog which surveys recent court decisions that cite to blogs (within the court’s opinion). Although I have mentioned such blog cites in the individual case summaries on this blog, I have not compiled them in the way that Prof. Dave Hoffman has. Among the recent Delaware…
Private Equity, M & A and Delaware
Courtesy of the Harvard Corporate Governance Blog, here is a link to an article that summarizes recent Delaware Chancery Court cases that address issues surrounding the increasing involvement by private equity firms in M & A transactions. All the recent articles mentioned in the linked article have been noted on this blog. Here is…
Stock Option Pricing Analysis Reviewed by Delaware Chancery Court
In Lillis v. A T & T Corp., 2007 WL 2110587 (Del. Ch., July 20, 2007), read opinion here, the Delaware Chancery Court reviewed issues arising from the impact of a merger on the value of stock options and related issues of interpretation of the plan. For this detailed 59 -page decision (in the original verion–and 21…
Agreement Limited Rights to Books and Records Demand (added bonus: primer on contract interpretation principles)
In Nama Holdings, LLC v. World Market Center Venture, LLC, 2007 WL 2088851 (Del. Ch., July 20, 2007), read opinion here, the Chancery Court ruled that the right to inspect books and records of an LLC pursuant to the terms of an Operating Agreement could be more restrictive than the scope allowable for inspection pursuant…
Injunctive Relief Denied To Minority For Challenged Stock Offering
In Gradient OC Master Ltd. v. NBC Universal, Inc., 2007 WL 2058733 (Del. Ch., July 12, 2007), read opinion here, the Delaware Chancery Court denied injunctive relief in connection with a somewhat involved exchange transaction in which it was alleged that the offer to shareholders was coercive and misleading, in addition to unfairly extracting value from…