Tag Archives: disclosure

Chancery Orders Company to Supplement Disclosure Statement in Connection with Proposed Merger Transaction

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In a recent letter opinion in the case styled Vento v. Curry, C.A. No. 2017-0157-AGB, Chancellor Bouchard granted the plaintiff’s motion to preliminarily enjoin a stockholder vote until information regarding the company’s financial advisor’s interests had been fully disclosed. Background: Consolidated Communications Holdings, Inc.’s (the … Continue Reading

Chancery Upholds Merger Transaction Approved by Majority Shareholder Vote

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In the Delaware Court of Chancery decision captioned, In re Merge Healthcare Inc. S’holders Litig., C.A. No. 11388-VCG (Del. Ch. Jan. 30, 2017), Vice Chancellor Glasscock applied the business judgment rule and dismissed an action for failure to state fiduciary-related claims.  This opinion is important … Continue Reading

Chancery Denies Quasi-Appraisal Remedy and Discusses Notice Requirements for Short-Form Merger Transaction

Alexandra D. Rogin, an Eckert Seamans associate, prepared this overview. In the Court of Chancery’s opinion styled, In re United Capital Corp. Stockholders Litigation, C.A. No. 11619-VCMR (Del. Ch. Jan. 4, 2017), the plaintiff sought a quasi-appraisal remedy for purported breaches of disclosure in connection with a short-form merger transaction.  In granting the defendants’ motion … 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. This is a supplement to the annual review of cases we have provided on this … 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 with the sale of the company, and (ii) were disclosure obligations breached due to alleged … Continue Reading

Delaware Fiduciary Duty of Disclosure Explained by Chancery

In re Wayport, Inc. Litigation, Cons., C.A. No. 4167-VCL (Del. Ch. May 1, 2013). Issues Addressed: Among the several issues addressed in this case, the most noteworthy is a fulsome discussion and restatement of the fiduciary duty of disclosure that directors and majority shareholders owe to other existing shareholders from whom they are purchasing or selling … Continue Reading

Chancery Addresses Right to Direct Claim for Dilution of Minority Shareholders

Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013). This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in addition to, derivately; (2) restrictions imposed by DGCL Section 160 on the right to redeem … Continue Reading

Court of Chancery Awards Lost Future Earnings as Damages to Hedge Fund Managers Due to Fraud of Majority Partner

Paron Capital Management LLC v. Crombie, C.A. No. 6380-VCP (Del. Ch. May 22, 2012). Issue Addressed: Whether the breach of fiduciary duty owed by a hedge fund manager to his partners entitles them to lost future earnings. Short Answer: The Court found that the partners who were defrauded were entitled to lost future earnings and other costs associated … Continue Reading

Chancery Reforms Scrivener’s Error; Imposes Attorneys’ Fees on Attorney/Party Who Stayed Knowingly Silent about Mistake

ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member LLC, C.A. No. 5843-VCL (Del. Ch. May 16, 2012). Issue Addressed: Should a real estate joint venture agreement be reformed to correct a scrivener’s error in the provisions of an agreement that “departed from settled real estate practice and produced an economically irrational result.” Short Answer: Yes. … Continue Reading

Chancery Dismisses Breach of Implied Duty of Good Faith and Fair Dealing Claims Based on L.P. Agreement that Presumed Good Faith

In Re K-Sea Transportation Partners LP Unitholders Litigation, C.A. No. 6301-VCP (Del. Ch. April 4, 2012). The prior Chancery decision in this case was highlighted on these pages here. Issues Addressed: The issues addressed by the Court of Chancery in this matter were whether the fiduciary duty claims and the contractual claims were barred by … Continue Reading

Chancery Rejects Motion for Attorneys’ Fees Based on Complaint Mooted by Actions of Board

Freedman v. Adams, C.A. No. 4199-VCN (Del. Ch. March 30, 2012). Issue Addressed The Court of Chancery addressed the standard for awarding attorneys’ fees when there has been a stipulated dismissal of a derivative action which was largely mooted by measures taken by the defendant board of directors shortly after the complaint was served. Background The complaint … Continue Reading

Chancery Determines Framework to Award Attorneys’ Fees Involving Changed Deal Protections

In re Compellent Technologies, Inc. S’holder Litig., Del. Ch., Consol. C.A. No. 6084-VCL (Dec. 9, 2011). This summary was prepared by an associate at Eckert Seamans. Issue Addressed: Despite the length of this fifty-four page opinion, the only issue involved was the proper amount of attorneys’ fees. The Court noted that it has not—to this point—developed … Continue Reading

Court of Chancery Clarifies Rights of Minority Shareholders Whose Equity is Diluted

Dubroff v. Wren Holdings, LLC, C.A. No. 3940-VCN (Del. Ch. Oct. 28, 2011), read 45-page opinion here. See prior Chancery decisions in this case highlighted on these pages here and here. Issues Addressed The issues addressed in this gem of an opinion include: (i) whether and when a minority shareholder’s claim for breach of fiduciary duty … Continue Reading

New Articles on Delaware Law, re: Attorney/Client Privilege and Disclosures Regarding Fairness Opinions

The Business Lawyer, an ABA publication, arrived in the mail today with two articles that should be of interest to those who follow Delaware corporate law. The foregoing link to the online version does not yet have the current issue, which the cover announces as Volume 66, Issue 4, but two articles, at pages 901 and 943, … Continue Reading

Court Rejects Challenge to “Sign and Consent” Merger with Majority Shareholder Despite Omnicare

In re OPENLANE, Inc. Shareholders Litigation, Cons. C.A. No. 6849-VCN (Del. Ch. Sept. 30, 2011), read opinion here. Issue Addressed: Did the majority shareholders and the board of directors in this closely-held company breach their fiduciary duties by approving a merger in which they had sufficient control to provide the statutorily required consent and did not … Continue Reading

Chancery Court Dismisses Class Action Allegations of Overpayment in Recapitalization Transaction on Standing Basis But Disclosure Claims Allowed to Proceed

 Dubroff, et al. v. Wren Holdings, LLC, et al., Del. Ch., No. 3940-VCN (May 22, 2009), read opinion here. Kevin Brady, a highly-respected Delaware litigator, provides us with the benefit of his following review of this Delaware Chancery Court decision. On May 22, 2009, Vice Chancellor Noble granted in part and denied in part defendants’ motion to dismiss … Continue Reading

Chancery Approves Class Action Settlement of Claims Of Inadequate Disclosure in Tender Offer

MARIE RAYMOND REVOCABLE  TRUST  v. MAT FIVE LLC, (Del. Ch., Dec. 19, 2008), read opinion here. The Chancery Court in this 39-page decision approved a class action settlement regarding claims of inadequate disclosure in a tender offer. Included in the opinion is the court’s exercise of its own business judgment in connection with approving the settlement–especially … Continue Reading

Chancery Rules on Claims Related to Merrill Lynch Merger with Bank of America

 County of York Employees Retirement Plan v. Merrill Lynch & Co., Inc., et al., (Del. Ch., Oct. 28, 2008), read opinion here. This 39-page Chancery Court decision addressed in a cursory but scholarly manner, several preliminary issues related to the recently announced merger of Merrill Lynch and Bank of America. The opinion is a treasure trove of Delaware … Continue Reading
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