March 2011

In CDX Liquidating Trust v. Venrock Associates, No.10-1953 (7th Cir. March 29, 2011), read opinion here, Judge Richard Posner, a reknowned member of the U.S. Court of Appeals for the 7th Circuit , writes a decision for that Court which analyzes an applies the following aspects of Delaware corporate law in a case which involved claims that…

 

In Olson v. EV3, Inc., et al., C.A. No. 5583-VCL (Del. Ch. Feb. 21, 2011), the Court of Chancery addressed the issue of a post-settlement fee petition for a plaintiff who challenged the use of a top-up option to facilitate a two-step acquisition. In what Vice Chancellor Laster described as "the first meaningful full-scale

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The U.S. Supreme Court yesterday ruled in a securities case on the issue of materiality.  Matrixx Initiatives, Inc. v. Siracusano (No. 09-1156) (Mar. 22, 2011). Read opinion here. It has already been the subject of learned commentary by several law professors and others, so until I can provide my own overview, I refer readers to the…

In an action arising out of the proposed merger between Atheros Communications Inc. and Qualcomm Incorporated, the Court of Chancery preliminarily enjoined Atheros and its board from conducting a stockholder meeting or stockholder vote on the proposed merger which was scheduled for March 7, 2011. In Re Atheros Communications Inc. Shareholder Litigation, Consol., C.A.

In Re Dynegy Inc. Shareholders Litigation, C. A. No. 5739-VCS (Del. Ch. Mar, 16, 2011), read letter ruling here. This three-page letter decision is short on length but long on potential significance. It should be read as a postscript to the report of the Special Counsel in Scully v. Nighthawk that was highlighted here earlier this…

Prof. Larry Ribstein, known to readers of these pages as one of the country’s foremost experts on LLCs, also is widely published on the topic of jurisdictional competition. He comments here on the recent apparent reversal of Abercrombie & Fitch’s plan to move its state of incorporation from Delaware to Ohio. 

Prof. Steven Davidoff also discusses…