Tag Archives: Revlon

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 an informed, uncoerced majority-of-the-minority vote. Short Answer: When a controlling stockholder merger has, from the … 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

Key Corporate and Commercial Decisions in the 2nd and 3rd Quarters of 2012

Key corporate and commercial decisions that we have highlighted, with commentary, over the last few months (roughly the 2nd and 3rd quarters of 2012), are compiled at the hyperlinks below for the convenience of our readers. Supreme Court Upholds $2 Billion Judgment and $300 Million Fee Award LP Member Protected from Self-Interested Transaction by Terms of LP Agreement … Continue Reading

Chancery Denies (Again) Injunctive Relief in Challenge to Conflicted Merger with Premium Price

In re Delphi Financial Group Shareholder Litigation, Cons. C.A. No. 7144 -VCG (Del. Ch. Mar. 6, 2012). This is the third Delaware Court of Chancery decision in as many weeks that denied injunctive relief, in an expedited opinion, in response to a challenged transaction–despite criticism in two of the cases, of the process and the players, but … Continue Reading

Delaware’s Revlon Jurisprudence

Prominent corporate law expert Professor Stephen Bainbridge’s book: Directors as Auctioneers: A Concise Guide to Revlon-Land, was reviewed by Delaware corporate litigator Michael Sirkin, a former clerk for the Delaware Court of Chancery. Sirkin’s review here, and the good professor’s response, here, should be read by those interested in the nuances and contours of Delaware’s Revlon jurisprudence.… Continue Reading

Shareholders Show Likelihood of Success that El Paso/Kinder Morgan Merger Process was Tainted by Disloyalty but Chancellor Denies Request for Injunctive Relief

Chancellor Strine in  In Re El Paso Corporation Shareholder Litigation, Consol. C. A. No. 6949-CS (Del. Ch. Feb. 29, 2012), denied the stockholder plaintiffs request for a preliminary injunction to enjoin a merger between El Paso Corporation and Kinder Morgan, Inc.  While the Court in a 33-page opinion, severely criticized the actions of a number of the players, in the end … Continue Reading

Chancery Denies Request to Enjoin Tender Offer for Biopharmaceutical Company

In Re: Micromet, Inc. Shareholders Litigation, C.A. No. 7197-VCP (Del. Ch. Feb. 29, 2012). Issue Addressed The issue in this case is whether a motion for preliminary injunction should be granted to enjoin an all-cash negotiated tender off for all the shares of a biopharmaceutical company.  Plaintiffs are the shareholders of the target company and … Continue Reading

Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery

Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery. By:  Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the seventh year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2011, we reviewed and summarized approximately 200 decisions from Delaware’s Supreme Court … Continue Reading

Chancery Applies Entire Fairness Standard to Sale of Assets Just Before Bankruptcy Filing

Encite LLC v. Soni, C.A. No. 2476-VCG (Del. Ch. Nov. 28, 2011), read 80-page opinion here. Prior Delaware decisions in this matter have been highlighted on these pages here. Issues Addressed One of the  issues addressed in this ruling on two motions for summary judgment was whether “a person can purchase a claim for breach of … Continue Reading

Court of Chancery Denies Motion for Preliminary Injunction; Finds Revlon Applies When Merger Consideration is Evenly Split Between Cash and Stock

On May 24, 2011, in In Re Smurfit-Stone Container Corp. Shareholder Litigation, C.A. No. 6164-VCP, the Court of Chancery denied a motion for preliminary injunction and a request that the Court delay a stockholder vote regarding a merger.  The Court also addressed the issue of “whether and in what circumstances Revlon applies when merger consideration … Continue Reading

Court of Chancery Denies Motion to Expedite Claim for Breach of Implied Covenant of Good Faith and Fair Dealing; Plaintiff Failed to Plead Colorable Claims for Breach of Fiduciary Duty

The Court of Chancery denied a motion to expedite an application to preliminarily enjoin the merger of the limited partnership in Lonergan v. EPE Holdings LLC, C.A. No. 5856-VCL (Del. Ch. Oct. 11, 2010), read opinion here, where the plaintiff failed to plead colorable claims of breach of fiduciary duty and the Court refused to … Continue Reading

21st Annual Tulane Corporate Law Institute–Update V

This is my fifth update from this corporate law seminar in New Orleans. On this second day, the third panel presentation this morning is titled: "Delaware Developments". The panel members include a member of the Delaware Chancery Court and a few leading Delaware corporate practitioners. Vice Chancellor Lamb discussed the very recent Delaware Supreme Court … Continue Reading

Top 5 Delaware Cases from 2008–Rebuttal to Professor Brown

Last year,  I replied to Professor J. Robert Brown’s list of the top 5 Delaware cases that, in his view, supported his negative perspective of Delaware law that remains the constant refrain on his blog called: The Race to the Bottom. My introductory explanation from my rebuttal of last year was as follows: … I realize that there are many … Continue Reading

Chancery Court Dismisses Claims Against Board of Lear Corp. for Payment of Termination Fee to Bidder Led by Carl Icahn

In Re Lear Corp. Shareholder Litigation, 2008 WL 4053221 (Del. Ch., Sept. 2, 2008), read opinion here. This is the third Chancery Court decision in about as many (business) days that addresses the issue of whether: claims against a board of directors will be dismissed based on the exculpation clause in a corporate charter as authorized by DGCL Section 102(b)(7). The … Continue Reading
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