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...
Tags: , , , , , , , ,
Posted on January 8, 2009 by Francis G.X. Pileggi

Chancery Upholds Merger Netting Zero to Common Shareholders

Hokanson v. Petty, 2008 Del Ch. LEXIS 182 (Dec. 10, 2008). This Chancery Court decision could have dismissed claims on a statute of limitations basis alone, but also addressed the merits. One notable aspect of the court's analysis was that it upheld a decision of a board with a majority... Continue Reading...
Tags: , , , ,
Posted on September 7, 2008 by Francis G.X. Pileggi

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