Court of Chancery Appoints Receiver to Conduct Annual Meeting
Rich v. Fuqi International, Inc., C.A. No. 5653-VCG (Del. Ch. June 12, 2013). Issue Addressed: Should a receiver be appointed to enforce an order to hold an annual shareholders’ meeting pursuant to DGCL section 211? Answer: Yes. Brief Background: The … Continue reading
Buyer’s Disclaimed Reliance on Any Representations and Warranties Outside SPA Does Not Bar Claim for Fraudulent Concealment of Material Information
Transdigm Inc. v. Alcoa Global Fasteners, Inc., C. A. No. 7135-VCP (May 29, 2013). Issue Addressed: Does a buyer’s disclaimed reliance on representations and warranties outside of the stock purchase agreement bar the buyer’s claim for fraudulent concealment of material … Continue reading
Key Corporate and Commercial Delaware Decisions for First Five Months of 2013
Among the key corporate and commercial Delaware decisions that we have highlighted on these pages during the first five months of 2013, the following decisions either clarified existing Delaware law or announced new law on important substantive or procedural topics. … Continue reading
Court Finds Bank Breached Bailment Agreement Regarding Collateral of Rare Coins and Bullion; Awards Attorneys Fees Under Bad Faith Exception to the American Rule
Israel Discount Bank of New York v. First State Depository Company, LLC, C.A. No. 7237-VCP (Del. Ch. May 29, 2013). Several of the prior Chancery decisions in this case were highlighted on these pages here, here and here. Issue Addressed: … Continue reading
Chancery Applies Business Judgment Rule to Freezeout by Majority Shareholder
In Re MFW Shareholder Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013). Issue Addressed: What standard of review should apply to a going-private merger conditioned upfront by the controlling stockholder on approval by both a properly empowered, independent committee and … Continue reading
Court Refuses to Dismiss Caremark Claims; Touts Benefits of Pre-Complaint Section 220 Books and Records Action in Demand Futility Analysis
In Re China Agritech, Inc. Shareholder Derivative Litigation, C.A. No. 7163-VCL (Del. Ch. May 21, 2013). Issue Addressed: Whether a complaint that fails to plead that demand was made on the Board and fails to plead demand futility should be … Continue reading
Court Declines to Review Appraisal Where LLC Agreement Contained No Provision for Judicial Review; Court Finds Breach of Duty of Good Faith and Fair Dealing
Senior Housing Capital, LLC v. SHP Senior Housing Fund LLC, C.A. No. 4586-CS (Del. Ch. May 13, 2013) Issue Addressed: Whether judicial review is permitted on an appraisal that followed a process required by an LLC agreement which contained no … Continue reading
Insider Trading Claim against Kohlberg Kravis Roberts & Co. Allowed to Proceed
In re: Primedia, Inc., Shareholders Litigation, Cons., C.A. No. 6511-VCL (Del. Ch. May 10, 2013). Issue Addressed: Whether insider trading claim based on state law should be allowed to proceed despite motion to dismiss by special litigation committee. Short Answer: … Continue reading
Chancery Declines to Enjoin Acquisition of Plains Exploration and Production Co.
In Re Plains Exploration & Production Company Stockholder Litigation, Cons., C.A. No. 8090-VCN (Del. Ch. May 9, 2013). Issues Addressed: Were Revlon duties of the board breached due to the absence of a special committee and pre-market check in connection … Continue reading
Court Declines To Dismiss Caremark Claims Against Directors Of Delaware Corporation Based In China
Rich v. Chong, C. A. No. 7616-VCG ( Del. Ch., April 25, 2013). Issue Addressed: Whether a motion to dismiss Caremark claims in a derivative action against directors of a Delaware Corporation can proceed where the plaintiff shareholder made a … Continue reading
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