The following key Delaware corporate and commercial decisions from the first four months of 2012 are a follow-up to our summary of the key decisions that we featured from 2011. We highlight on these pages all the corporate and commercial opinions from Delaware’s Supreme Court and Court of Chancery, and we have chosen the
Chancery Rejects Motion for Attorneys’ Fees Based on Complaint Mooted by Actions of Board
Freedman v. Adams, C.A. No. 4199-VCN (Del. Ch. March 30, 2012).
Issue Addressed
The Court of Chancery addressed the standard for awarding attorneys’ fees when there has been a stipulated dismissal of a derivative action which was largely mooted by measures taken by the defendant board of directors shortly after the complaint was served.
Background
Chancery Denies Motion to Dismiss Claims for Breach of Fiduciary Duty in Connection with Merger
Frank v. Elgamal, C.A. No. 6120-VCN (Del. Ch. March 30, 2012). See summary of prior Chancery decision in this matter highlighted on these pages.
Issue Addressed
Whether it was premature to rule on a fiduciary duty claim based on the entire fairness standard, at the motion to dismiss stage. Answer: Yes.
Summary
Chancery Denies (Again) Injunctive Relief in Challenge to Conflicted Merger with Premium Price
In re Delphi Financial Group Shareholder Litigation, Cons. C.A. No. 7144 -VCG (Del. Ch. Mar. 6, 2012). This is the third Delaware Court of Chancery decision in as many weeks that denied injunctive relief, in an expedited opinion, in response to a challenged transaction–despite criticism in two of the cases, of the process and the
Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery
Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery.
By: Francis G.X. Pileggi and Kevin F. Brady.
Introduction
This is the seventh year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2011, we reviewed and summarized approximately 200 decisions from Delaware’s Supreme Court
The Business Judgment Rule and Football
Professor Stephen Bainbridge has a post here that discusses the business judgment rule in the context of (American) football.
Duties of Directors of Wholly-Owned, Financially Troubled Subsidiaries
Professor J. Haskell Murray of the Regent University School of Law, a former law clerk for the Delaware Court of Chancery, has published a paper on an issue about which the Delaware courts have not yet provided clear and unambiguous guidance. An excerpt from an abstract of the professor’s paper, titled: ‘Latchkey Corporations’: Fiduciary Duties
Chancery Rejects Breach of Fiduciary Duty Arguments in Merger Challenge
In re Alloy, Inc. Shareholders Litigation, C.A. No. 5626-VCP (Del. Ch. Oct. 13, 2011). Read this Delaware Court of Chancery opinion here.
Issue Addressed: Did the directors breach their fiduciary duties in connection with voting on a merger in light of benefits they received that were not enjoyed by all shareholders and in light
Court of Chancery Dismisses Breach of Fiduciary Duty, Waste and Caremark Claims Challenging Goldman Sachs Compensation Structure
In the case of In Re The Goldman Sachs Group, Inc. Shareholder Litigation, C.A. No. 5215-VCG (Oct. 12, 2011), read opinion here, Vice Chancellor Glasscock, in his first major corporate law decision, granted defendants’ motion to dismiss a derivative action brought against Goldman’s current and former directors for failure to make a pre-suit
Chancery Denies Motion to Dismiss Claims Alleging Breach of Duty of Loyalty against Directors in Sale of Company
New Jersey Carpenters Pension Fund v. infoGROUP, Inc., C.A. No. 5334-VCN (Del. Ch. Sept. 30, 2011), read initial opinion here and revised opinion here
Issue Addressed
Whether directors breached their duty of loyalty in connection with the sale of a company based on their domination and/or intimidation by the largest shareholder.
Background
This case involved