A recent Delaware Court of Chancery opinion addressed the not infrequent situation where a distressed company is sold or merged but only the preferred stockholders receive consideration—and the common stockholders receive nothing. In Jacobs v. Akademos, Inc., Del. Ch., C.A. No. 2021-0346-JTL (Del. Ch. Oct. 30, 2024), a scholarly work of art, the
business judgment rule
16th Annual Review of Key Delaware Corporate and Commercial Decisions
16th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi and Chauna A. Abner
This is the 16th year that Francis Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This list does not attempt to include…
Chancery Explains Proper Methods to Expand Board Size and to Fill Board Vacancies
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provides a primer on the proper way to expand the size of a board of directors and the proper way to fill board vacancies, as well as explaining the difference between a de facto and a de jure director. See Stream TV Networks, Inc. v. SeeCubic, Inc.,
…
Chancery explains how AmerisourceBergen plaintiffs’ Caremark claim passed pre-suit demand test
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently decided AmerisourceBergen Corporation shareholders’ breach-of-duty suit was one of the few Caremark claims to pass Delaware’s pre-suit demand test because it may prove…
Delaware Chancellor won’t dismiss HomeFed merger challenge where protections weren’t ab initio
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Chancellor of the Delaware Court of Chancery recently presented a challenge to controller Jeffries Financial Group Inc.’s going-private acquisition of HomeFed Corporation because Jeffries negotiated the support of…
Court of Chancery says GoPro directors had no duty to doubt managers’ soaring drone camera predictions
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently grounded a GoPro Inc. investor suit over the troubled launch of the Karma camera drone for failure to show the directors faced liability…
Chancery Court finds charges over lululemon board’s CEO exit pact too thin to pass pre-suit demand
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently dismissed a shareholder’s derivative suit because he could not prove lululemon Athletica, Inc.’s directors breached their duty of loyalty by giving ex-CEO Laurent…
Chancery: AmTrust squeeze-out must face stiff review after failing MFW controlling shareholder test
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently ruled that AmTrust, Inc.’s controlling shareholders’ go-private buyout of the insurer must be reviewed under the harsh light of the entire fairness standard…
Chancery Determines Standard Applicable to Contested Transaction
By Francis Pileggi on
Posted in Court of Chancery Updates
The recent Delaware Court of Chancery decision in Salladay v. Lev, No. 2019-0048-SG (Del. Ch. Feb. 27, 2020), addressed the standards the Court may apply to review the conduct of directors in a contested transaction, and determined that the entire fairness standard applied, based on the facts of this case, resulting in a denial…
Chancery: Tesla investors need only prove Musk had coercive influence ability in SolarCity deal
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently found that a trial is needed to decide whether, despite his minority share of Tesla Motors Inc., CEO Elon Musk could exert a…