Chancery Preliminarily 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. Short … Continue reading
Facts Not Ripe and Similar Case Stayed in Massachusetts — Court Stays Delaware Action
The Court of Chancery in LightLab Imaging, Inc. v. Axsun Technologies, Inc. and Volcano Corp., C.A. No. 6517-CS (May 10, 2012) granted the defendants’ motion to stay the Delaware action until the facts ripened finding that there was no prejudice … 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
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
Lead Plaintiff Sells Shares After Tender Offer But Before Merger Closed; Court Still Approves Plaintiff as Class Representative
In In Re Celera Corporation Shareholder Litigation, C.A., No. 6304-VCP (Del. Ch. March 23, 2012) , the putative lead plaintiff in a class action, New Orleans Employees’ Retirement System (“NOERS”), brought an action accusing various defendants of breaching their fiduciary … Continue reading
Challenge to Advance Notice Bylaw Given Expedited Review
Icahn Partners LP v. Amylin Pharmaceuticals, Inc., C.A. No. 7404-VCN (Del. Ch. Apr. 20, 2012). Issue Addressed: Whether a challenge to an advanced notice bylaw should be given expedited treatment. That is, whether a colorable claim for interfering with the shareholder … Continue reading
LexisNexis Videocast on Chancery Decision Addressing Motion to Disqualify
Courtesy of LexisNexis and their Corporate and Securities Practice page comes a videocast in which Steve Berstler of LexisNexis tapes yours truly in a short clip that discusses the recent Delaware Chancery decision in Manning v. Vellardita, highlighted on these … Continue reading
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