On September 24, 2010, the Court of Chancery issued in the Court’s words “an atypically short” (seven pages) post-trial letter decision regarding the combined entire fairness and statutory appraisal action arising out of a going-private merger. See, In re Hanover Direct, Inc. S’holders Litig. Consol. C.A. No. 1969-CC; Fackelmayer, et al. & Cede & Co.
October 2010
Procedural Arbitrability Compared with Substantive Arbitrability: Should Court or Arbitrator Decide?
By Francis Pileggi on
Posted in Court of Chancery Updates
Avnet, Inc. v. H.I.G. Source Inc., C.A. No. 5266-VCP (Del. Ch. Sept. 29, 2010), read opinion here.
Short Overview
This opinion decided the recurring issue of arbitrability. Specifically the Court of Chancery decided whether the issue involving the post-merger price adjustment was within the scope of an arbitration clause in the merger agreement, and more…
Chancery Rejects Challenge to Successful Bidder
By Francis Pileggi on
Posted in Court of Chancery Updates
In re: Cogent, Inc., Shareholder Litigation, Cons. C.A. No. 5780-VCP (Del. Ch. Oct. 5, 2010), read opinion here.
This 54-page decision denied a motion for a preliminary injunction to enjoin a merger and includes serious analysis of key Delaware corporate litigation concepts. At least for the time being, I will highlight in summary fashion…
Supreme Court Accepts Expedited Appeal of Chancery’s Rejection of Airgas’ Challenge to Bylaw Amendment Regarding Annual Shareholder Meeting
By Francis Pileggi on
On October 8, 2010, Chancellor William B. Chandler III issued an important decision in a case of first impression in Delaware in the takeover battle between Airgas Inc. and Air Products and Chemicals, Inc., on the issue of when the next annual Airgas shareholders meeting could be held. Chancellor Chandler decided that the bylaw: (i)…
Airgas Loses in Chancery on Bylaw Amendment Involving Annual Meeting Date and Staggered Board
By Francis Pileggi on
Posted in Court of Chancery Updates
Airgas, Inc. v. Air Products and Chemicals, Inc., C.A. No. 5817-CC (Del. Ch. Oct. 8, 2010). The Court of Chancery’s 40-page decision today in this matter is based on a motion for judgment on the pleadings, which the Court converted to a motion for summary judgment due to matters outside the pleadings being submitted.
Choice of Forum Provisions in Intra-Corporate Litigation
By Francis Pileggi on
Posted in Commentary
This year’s Annual F.G. Pileggi Distinguished Lecture in Law, was presented by former SEC Commissioner Joseph Grundfest, the current W.A. Franke Professor of Law and Business at Stanford Law School and a senior faculty member at the law school’s Center for Corporate Governance. His topic for this 26th annual gathering of lawyers and judges in…
Fiduciary Duties in Alternative Entities: Are Statutory Waivers Constitutionally Valid?
By Francis Pileggi on
Posted in Commentary
Professor Lyman P.Q. Johnson has written an article that adds much-needed depth, and some level of controversy (in a positive manner), to the scholarship on fiduciary duties in the context of alternative entities. Professor Lyman is well known for his scholarship in the area of fiduciary duties, especially on the duties of officers (as compared…
Supreme Court Affirms Chancery’s Poison Pill Decision
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Versata Enterprises, Inc. v. Selectica, Inc., No. 193, 2010 (Del. Supr., Oct. 4, 2010), read opinion here. In this 51-page decision, the Delaware Supreme Court affirmed the Court of Chancery’s 71-page decision in Selectica, Inc. v. Versata, Inc., C.A. No. 4241-VCN, 2010 WL 703062 (Feb. 26, 2010), which was summarized on this blog here…
Chancery Orders Dissolution of LLC of Famous Handyman, Based on “Not Reasonably Practicable” Standard
By Francis Pileggi on
Posted in Court of Chancery Updates
Vila v. BVWebTies LLC, C.A. No. 4308-VCS (Del. Ch. Oct. 1, 2010), read opinion here.
Brief Overview
This opinion adds needed depth to the case law on Section 18-802 of the Delaware LLC Act which allows a member of an LLC to seek dissolution when it is not “reasonably practicable” to continue to operate an…