Delaware Supreme Court Issues Major Ruling on Shareholder Ratification Doctrine and Duties of Corporate Officers
In Gantler v. Stephens, (Del. Supr., Jan. 27, 2009), read opinion here, the Delaware Supreme Court, yesterday, issued a major decision on important matters of Delaware corporate law. Delaware’s High Court for the first time confirmed and clarified that officers … Continue reading
Supreme Court Affirms Dismissal of Disclosure, Loyalty and Care Claims against Sumner Redstone In Viacom and Blockbuster Deal
Pfeffer v. Redstone, (Del. Supr., Jan. 23, 2009), read opinion here. We are fortunate to have a review of this recent Supreme Court decision by nationally-prominent Delaware lawyer Kevin Brady. The Delaware Supreme Court in this decision affirmed the Chancery Court’s dismissal … Continue reading
Chancellor Chandler Pens Law Review Article on Delaware Corporate Law
Chancellor William B. Chandler, III of the Delaware Chancery Court has co-authored with one of his former law clerks, a law review article that replies to some critics of Delaware’s corporate law. The article is part of a series of law … Continue reading
Chancery Court Approves Settlement of Class Action Challenging Merger of Wrigley and Mars
In re Wm. Wrigley Jr. Co. Shareholders Litigation , (Del. Ch., Jan. 22, 2009), read opinion here. (Hat tip to Potter Anderson & Corroon LLP, for their eDelaware case summary, also posted on their website). Instead of providing a conventional summary … Continue reading
Chancery Dissolves LLC Based on Section 18-802 “Reasonably Practicable” Standard
In Fisk Ventures LLC v. Segal, (Del. Ch., Jan. 13, 2009), read opinion here, (hat tip: Delaware Business Litigation Report), the Delaware Chancery Court dissolved an LLC based on the standard in Section 18-802 of the Delaware LLC Act, that it was … Continue reading
Chancery Court Suit Filed by Rohm and Haas against Dow Chemical Seeking To Force Merger
A Chancery Court lawsuit was filed today by Rohm and Haas against Dow Chemical to force it to consummate a merger deal. Joseph DiStefano of the Philadelphia Inquirer has a post about it here with a link to the actual … Continue reading
Will BigLaw Follow Elvis?
Professor Larry Ribstein, one of nation’s foremost experts on LLCs and other alternative entities, has written extensively on the "legal aspects of large law firms". Here is a post he penned today that refers to today’s front page story in The … Continue reading
Chancery Court Rejects Claims for Attorneys’ Fees; Follows American Rule
In General Video Corp. v. Kertesz, (Del. Ch., Jan. 13, 2009), read opinion here, the Delaware Chancery Court refused to apply the "bad faith" exception to the Americal Rule and thus rejected a request by the victor for fee-shifting to the losing party in … Continue reading
Chancery Court Awards Fees in Derivative Case Involving Closely Held Corporation
In Julian v. Eastern States Constr. Co., (Del. Ch., Jan. 14, 2009), read opinion here, the Chancery Court awarded fees to the victorious party in a derivative case involving a corporation that only had a few shareholders. The claims in this … Continue reading
Chancery Court Examines Fiduciary Relationships Involving Trust Beneficiaries; Refers to Prodigal Son Parable
In Mitchell v. Reynolds, (Del. Ch., Jan. 7, 2009), read opinion here, the Delaware Chancery Court explains in a 40-page decision the contours and the factually subtle aspects of the analysis employed to determine the existence of a fiduciary relationship, as … Continue reading
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