Professor Larry Ribstein has a thoughtful analysis here of an issue that is attracting increasing attention: Why are Delaware governance issues being litigated in courts other than in Delaware? In particular he refers to the recent Delaware Court of Chancery decision in Baker v. Impact Holding, Inc., which we highlighted here, as well as academic writings on
May 2010
Chancery Denies Request for Protective Order
By Francis Pileggi on
Posted in Court of Chancery Updates
Fox v. Paine, et al., C.A. No. 3187-CC (Del. Ch. May 20, 2010), read letter decision here. See prior case summary in this matter here. This ruling on a motion for a protective order features a reference to Hemingway’s classic book Old Man and The Sea. See footnote 5.
Issues Addressed
Whether the requested…
The Role of The Business Judgment Rule When There is No Board Decision
By Francis Pileggi on
Posted in Court of Chancery Updates
Professor Stephen Bainbridge addresses the above topic with reference to Delaware cases and his own scholarly writings here.
Professor Ribstein Changes Blogging Forum
By Francis Pileggi on
Posted in Commentary
Professor Larry Ribstein, a nationally recognized expert on LLCs and other aspects of corporate law, has announced here that he is moving his blogging efforts from his own Ideoblog to the blog authored by a group of law professors called Truth on the Market. Expect a continuation of our practice on these pages of providing…
Chancery Rules that Release Bars Claims; Grants Motion for Judgment on the Pleadings
By Francis Pileggi on
Posted in Court of Chancery Updates
CorVel Enterprise Comp, Inc. v. Schaffer, C.A. No. 4896-VCN (Del. Ch. May 19, 2010), read opinion here.
Factual Background
The factual background of this case began with the execution of a Stock Purchase Agreement and, for additional consideration, a Non-Competition Agreement, with the defendant, a major stockholder and an executive vice president. After a…
Chancery Issues Preliminary Injunction to Enjoin Transaction Due to Lack of Adequate Disclosure in Proxy Statement
By Francis Pileggi on
Posted in Court of Chancery Updates
Maric Capital Master Fund, Ltd. v. PLATO Learning, Inc., C.A. No. 5402-VCS (Del. Ch. May 13, 2010), read opinion here.
Issue Addressed
Whether a proposed merger should be enjoined due to the breach of the disclosure duty in connection with the proxy statement.
Holding
Although the Court rejected an argument that the Revlon duty was…
Chancery Approves Class Action Settlement But Reduces Substantially Amount of Attorneys’ Fees Award
By Francis Pileggi on
Posted in Court of Chancery Updates
In Re Cox Radio, Inc., Shareholders’ Litigation, Cons. C.A. No. 4461-VCP (Del. Ch. May 6, 2010), read opinion here. This 58-page Court of Chancery decision approved a class action settlement and also certified the class and awarded attorneys’ fees in the reduced amount of 1/3rd of the amount requested.
Overview
This case is…
Chancery Rules on Issue of First Impression: Preferred Shareholders Have Same Right to Bring Derivative Claims as Common Shareholders
By Francis Pileggi on
Posted in Court of Chancery Updates
MCG Capital Corp. v. Maginn, C.A. No. 4521-CC (Del. Ch. May 5, 2010), read opinion here.
Issue Addressed
The Court of Chancery addresses in this 73-page opinion an issue of first impression: Do preferred shareholders have the same right to bring a derivative claim as common shareholders? Short answer: yes (as a general proposition)…
Chancery Upholds Board Decision to Void Shares of Stock due to Lack of Consideration
By Francis Pileggi on
Posted in Court of Chancery Updates
Prizm Group, Inc. v. Anderson, C.A. No. 4060-VCP (Del. Ch. May 10, 2010), read opinion here.
Issue Addressed
Whether shares were either void ab initio or merely voidable due to a lack of proper consideration paid for them.
Holding
The Court of Chancery determined that the board of Prizm Group properly exercised its right to void…
Court Allows Claims to Proceed Based on Lack of Disclosure in Purchase Agreement for Casino
By Francis Pileggi on
Posted in Court of Chancery Updates
Ameristar Casinos Inc. v. Resorts International Holdings LLC, C.A. No. 3685-VCS (Del. Ch. May 11, 2010), read opinion here.
Issue Addressed
Was a lack of full disclosure regarding a substantially increased tax liability both fraud and a breach of factual representations in the context of a Purchase Agreement to buy a casino, when the assessment…