Posted on October 25, 2009 by Francis G.X. Pileggi

Court of Chancery Reaffirms Significant Deference Given to Independent Board in Change of Control Context Post-Lyondell

In two actions involving challenges to a consummated acquisition, the Court of Chancery in In re Nymex Shareholder Litigation, Nos. 3621-VCN, 3835-VCN and Greene v. New York Mercantile Exchange, Inc., et al., No. 3835-VCN (Del. Ch. Sept. 30, 2009), read opinion here, dismissed a multitude of conclusory allegations regarding breaches... Continue Reading...
Tags: , , , , , , , , ,
Posted on September 28, 2009 by Francis G.X. Pileggi

Chancery Court Describes Disclosure Obligations and Revlon Duties of Directors in Transaction

The Washington Legal Foundation published an article here last week that is an overview I did of the recent Delaware Chancery Court decision in Wayne County Employees’ Retirement System v. Corti, 2009 Del. Ch. LEXIS 126 (Del. Ch. 2009). The Court's opinion describes the duties of directors in the context... Continue Reading...
Tags: , , , , , ,
Posted on May 23, 2009 by Francis G.X. Pileggi

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... Continue Reading...
Tags: , , , , , ,
Posted on February 24, 2009 by Francis G.X. Pileggi

Chancery Court Dismisses Shareholder Claims Against Citigroup for Failure to Monitor Subprime Risks But Allows Waste Claim for CEO Pay

In Re Citigroup Inc. Shareholder Derivative Litigation, (Del. Ch., Feb. 24, 2009), read opinion here. This Delaware Chancery Court opinion should be of widespread interest because it is the first detailed analysis of potential liability of directors under Delaware law for claims relating to a company suffering major losses resulting... Continue Reading...
Tags: , , , , , , , , , , , ,
Posted on January 28, 2009 by Francis G.X. Pileggi

Supreme Court Affirms Dismissal of Disclosure, Loyalty and Care Claims against Sumner Redstone In Viacom and Blockbuster Deal

Pfeffer v. Redstone, (Del. Supr., Jan. 23, 2009), read opinion here. We are fortunate to have a review of this recent Supreme Court decision by nationally-prominent Delaware lawyer Kevin Brady. The Delaware Supreme Court in this decision affirmed the Chancery Court's dismissal of claims pursuant to Rule 12(b)(6) against... Continue Reading...
Tags: , , , ,
Posted on January 8, 2009 by Francis G.X. Pileggi

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... Continue Reading...
Tags: , , , , , ,
Posted on November 11, 2008 by Francis G.X. Pileggi

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... Continue Reading...
Tags: , , , , , , ,