This blog post was prepared by a former associate of Eckert Seamans.

Many luminaries from Delaware’s Bench and Bar assembled in New York City recently to present an update on Delaware corporate law.  Among the panelists and presenters were:

  • Chancellor William Chandler – Delaware Court of Chancery
  • Vice Chancellor J. Travis Laster – Delaware Court of Chancery
  • Stephen P. Lamb – Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • Gregory P. Williams – Richards, Layton & Finger, P.A.
  • Andre G. Bouchard – Bouchard Margules & Friedlander, P.A.
  • David C. McBride – Young Conaway Stargatt & Taylor, LLP
  • Elizabeth M. McGeever – Prickett, Jones & Elliott, P.A.
  • Edward P. Welch – Skadden, Arps, Slate, Meagher & Flom LLP
  • Donald J. Wolfe, Jr. – Potter Anderson & Corroon LLP
  • John Mark Zeberkiewicz – Richards, Layton & Finger, P.A.
  • Jessica Zeldin – Rosenthal, Monhait & Goddess, P.A.

The voluminous written materials provided by the Practicing Law Institute for this seminar included summaries of recent Delaware cases involving Delaware corporate issues and amendments to the DGCL.  The materials should be on the library shelves of every attorney who wants the latest commentary on Delaware corporate law.  The panels addressed: poison pills (Air Products and Chemicals Inc. v. Airgas, Inc.); staggered boards (Yucaipa American Alliance Fund II, L.P. v. Riggio); top-up options (Olson v. ev3); go-shop deals versus no-shop deals; and settlements (In re Revlon, Inc. S’holders Litig.; Scully v. Nighthawk).

Based on audience feedback from previous years, the PLI added a new panel to this seminar dedicated to recent legal developments related to smaller-sized transactions.  This was a helpful addition for those attorneys who regularly handle transactions in the “less than $80 million” category.

The afternoon session included the much-anticipated keynote presentation by Chancellor William Chandler.  Former Vice Chancellor Stephen Lamb provided a sentimental introduction for Chancellor Chandler, who is leaving the bench in June, after 22 years on the Court of Chancery.  The Chancellor noted that this was the “last stop” on his recent “speaking tour” concerning Airgas, and other recent developments in Delaware law.  Like many of the Chancellor’s recent presentations, the primary focus was on the Unocal Doctrine – specifically the first prong of the Unocal test frequently referred to as the proportionality test or the intermediate standard of review for defensive measures taken by a board.

Chancellor Chandler deviated from his script and discussed the potentially negative implications of the Delaware Supreme Court’s treatment of the bylaw issue presented in Airgas, in an opinion that reversed the Chancery Court.  In an uncharacteristic manner, the Chancellor took the Supreme Court to task for deviating from its own precedent of reading ambiguous bylaws in favor of shareholders.

The remaining afternoon sessions included a discussion of the financial crisis and recovery of the M&A market, as well as disclosure requirements and ethical issues for Delaware litigators.