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...
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Posted on May 12, 2009 by Francis G.X. Pileggi

Delaware Chancery Court Rules on Amylin "Poison Put" Provision; Finds No Violation on Duty of Care Issue; and Provides Instruction to Lawyers Advising Boards on Complex Documents

San Antonio Fire & Police Pension Fund v. Amylin Pharmaceuticals, Inc., No. 4446-VCL (Del.Ch., May 12, 2009), read opinion here. This Chancery Court decision addressed the issue of "poison puts" or a provision in an indenture that would have triggered an obligation of the company, and a right of noteholders,... Continue Reading...
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Posted on March 26, 2009 by Francis G.X. Pileggi

Unanimous Delaware Supreme Court Addresses Revlon and Caremark Issues

Lyondell Chemical Co. v. Ryan, Del. Supr. (March 25, 2009), read opinion here. See revised opinion of April 16, 2009 here. The Delaware Supreme Court rendered this unanimous en banc decision last evening. It was much anticipated in the corporate law world and in the few hours since its release... Continue Reading...
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Posted on January 28, 2009 by Francis G.X. Pileggi

Delaware Supreme Court Issues Major Ruling on Shareholder Ratification Doctrine and Duties of Corporate Officers

In Gantler v. Stephens, (Del. Supr., Jan. 27, 2009), read opinion here, the Delaware Supreme Court, yesterday, issued a major decision on important matters of Delaware corporate law. Delaware's High Court for the first time confirmed and clarified that officers of Delaware corporations have the same fiduciary duties as directors... Continue Reading...
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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...
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