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
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
15th Annual Review of Key Delaware Corporate and Commercial Decisions
The following article is reprinted with permission from the Jan. 15, 2020 edition of “The Delaware Business Court Insider”, (c) 2020 ALM Media Properties, LLC. All rights reserved.
By: Francis G.X. Pileggi and Chauna A. Abner
This is the 15th year that Francis Pileggi and various co-authors have created an annual list of important
Chancery: investor’s stealth demand on biopharma can’t avoid Spiegel pre-suit demand choice
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.
A shareholder who made a veiled threat to take action against a biopharmaceutical company over its directors’ allegedly excessive compensation effectively made a pre-suit demand and cannot later
Directors may face oversight liability for not properly monitoring key drug’s clinical trial
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 business judgment rule cannot shield Clovis Oncology Inc.’s directors from shareholder charges that they breached their oversight duty by ignoring reports that their flagship cancer-fighting drug was
Mid-Year Review of Key Delaware Corporate and Commercial Decisions
Over the last 14 years that I have published this blog, I have compiled an annual review with a list of key Delaware corporate and commercial decisions that have widespread utility to practitioners, especially those court decisions that are not widely covered by other legal publications or the mainstream press. On a few occasions, I
Chancery Discusses Revlon in Context of Granting Option to Sell Company
The Delaware Court of Chancery addressed a bevy of basic corporate litigation principles in the context of claims challenging the actions of directors, and determining which standards of review apply, and which procedural prerequisites need to be satisfied. In Carr v. New Enterprise Associates, Inc., C.A. No. 2017-0381-AGB (Del. Ch. Mar. 26, 2018), claims
Chancery Upholds Merger Transaction Approved by Majority Shareholder Vote
An Eckert Seamans associate prepared this overview.
In the Delaware Court of Chancery decision captioned, In re Merge Healthcare Inc. S’holders Litig., C.A. No. 11388-VCG (Del. Ch. Jan. 30, 2017), Vice Chancellor Glasscock applied the business judgment rule and dismissed an action for failure to state fiduciary-related claims. This opinion is important because
Key 2013 Delaware Corporate and Commercial Decisions
Top Ten 2013 Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi and Kevin F. Brady
This is our ninth annual review of key Delaware corporate and commercial decisions. During 2013, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court and Court of Chancery on corporate and commercial issues. Among the decisions with
BJR Protected Allegedly Interested Director Transaction; When Section 220 Tolls Statute of Limitations
Sutherland v. Sutherland, C.A. No. 2399-VCN (Del. Ch. May 30, 2013).
Issue Addressed: Whether certain directors violated their fiduciary duties by benefiting from a system of charging for administrative expenses for personal matters that was more favorable to certain directors.
Short Answer: No.
Background: Many prior Delaware decisions in this long-running