Chancery Preliminary Approves Derivative Settlement but Gives Objectors Conditional Option to Proceed with Case
Forsythe v. ESC Fund Management Co. (U.S.), Inc., C.A. No. 1091-VCL (Del. Ch. May 9, 2012). Issue Addressed Whether the settlement of a derivative action that the Court considered fair should be approved despite the objections of the named plaintiffs. … Continue reading
Recent Developments in Delaware Corporate and Alternative Entity Law
The Delaware State Bar Association’s Corporate Law Section is presenting its annual seminar entitled: “Recent Developments in Delaware Corporate and Alternative Entity Law.” Kevin F. Brady, Francis G.X. Pileggi and R. Montgomery Donaldson are the co-chairs again this year. The … Continue reading
Court of Chancery Dismisses Waste Claim against Trustees of a Statutory Trust
Protas v. Cavanagh, C.A. No. 6555-VCG (Del. Ch. May 4, 20120). Issue Addressed Whether the plaintiff satisfied the pre-suit demand requirements in her derivative claims against the trustees of the trust. Short Answer No, and therefore her complaint was dismissed. … Continue reading
Chancery Enjoins Hostile Bid as Remedy for Violation of Confidentiality Agreement
Martin Marietta Materials, Inc. v. Vulcan Materials Co., C.A. No. 7102-CS (Del. Ch. May 4, 2012). Issue Addressed: Whether the Court should enjoin a hostile bid based on the disclosure of information in violation of the parties’ confidentiality agreement. Short … Continue reading
Chancery Finds “Fair Value” Less than Merger Price in Appraisal Case
Gearreald v. Just Care, Inc., C.A. No. 5233-VCP (Del. Ch. April 30, 2012). Issue Addressed In this appraisal proceeding pursuant to 8 Del. C. § 262, the post-trial issue addressed by the Court was whether the “fair value” of the … Continue reading
Professor Bainbridge on a Corporation’s Essence
For those seeking a more profound understanding of the concept of a corporation’s essence on a somewhat philosophical–but still practical level, such as the relationship between the shareholder wealth maximization norm and the business judgment rule, an enlightening series of … Continue reading
Update on Delaware Forum Selection Bylaw Litigation
Lawsuits filed in Delaware challenging provisions in bylaws (as compared to charters) which require shareholder suits to be litigated exclusively in Delaware were previously highlighted on these pages. An update on the status of these lawsuits has been prepared by … Continue reading
Updated Statistics on M&A Litigation
Kevin LaCroix on The D&O Diary highlights an April 2012 report written by Stanford Business School Professor Robert Daines and Cornerstone Research Principal Olga Kourmian entitled “Recent Developments in Shareholder Litigation Involving Mergers and Acquisitions”. Among the noteworthy, Delaware-related findings … Continue reading
Key Delaware Corporate and Commercial Decisions in First 4 Months of 2012
The following key Delaware corporate and commercial decisions from the first four months of 2012 are a follow-up to our summary of the key decisions that we featured from 2011. We highlight on these pages all the corporate and commercial opinions from … Continue reading
Delaware Court of Chancery and Federal Court in NY Compete for Jurisdiction Over BofA Settlement
As Alison Frankel of Thomson Reuters deftly explains in an article about the pending settlement in federal court in NY regarding a class action against Bank of America, the plaintiffs in a parallel suit against BofA pending in the Delaware Court of Chancery oppose … Continue reading
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