A recent Chancery decision addressed many important issues related to a squeeze-out merger involving an LLC in which the minority member claimed that it did not receive a fair price for its minority interest. See Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023). There are
corporate governance
Did Delaware Supreme Court Merge the Blasius and Unocal Standards in Recent Decision of Coster v. UIP Cos., Inc.
This blog’s favorite preeminent corporate law scholar provides learned commentary on the titular topic on his eponymous blog ProfessorBainbridge.com with citations to his prior scholarship and insights by other leading corporate law professors. They do a deep dive into the implications of Coster v. UIP Cos., Inc., Del. Supr., No. 163, 2022 (June 28…
Highlights of Prof. Bainbridge’s Latest Book, Called The Profit Motive: Defending Shareholder Value Maximization
Regular readers of these pages over the last 18 years are familiar with one of the nation’s most prolific corporate law scholars: Professor Stephen Bainbridge, who is often cited in Delaware court decisions. His latest book weighs in on the latest craze in corporate law: ESG considerations in addition to the traditional focus on shareholder…
Our Annual Review of Key Delaware Corporate and Commercial Decisions: Praised by Prof. Bainbridge
Professor Stephen Bainbridge, a nationally-prominent corporate law professor whose voluminous scholarship is often cited in Delaware corporate law decisions, was kind enough to share our annual review of key Delaware corporate decisions via Twitter with the following high praise, while referring to a subscription-only publication called The Chancery Daily which reports on decisions from Delaware’s…
18th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi* and Sean M. Brennecke**
Courtesy of the Delaware Business Court Insider, which published this article in two parts (it’s 34-pages long), this is our annual review of key Delaware corporate and commercial decisions.
This year’s list focuses, with some exceptions, on the unsung heroes among the many decisions that have…
Supreme Court Offers New Guidance on DGCL Section 220
The Delaware Supreme Court recently provided guidance to corporate litigators regarding the nuances of DGCL Section 220, which most readers recognize as the statute that allows stockholders to demand certain corporate records if the prerequisites in the statute–and those imposed by countless court decisions–have been satisfied. In NVIDIA Corp. v. City of Westmoreland Police and …
Consent Statute Not Sufficient Alone to Impose Jurisdiction on Corporate Officer
A recent Delaware Court of Chancery opinion should have a place in the toolbox of litigators who need to be familiar with the latest iteration of Delaware law on the nuanced aspects of the consent statute as a potential basis to impose personal jurisdiction on officers and directors of Delaware corporations by virtue of their…
The “Wedge”: Corporate Governance Term and Delaware Geography Reference
A recent Delaware Court of Chancery opinion decided a contested mootness fee request in connection with benefits that resulted from stockholder litigation. Instead of the thorough analysis concerning the appropriate amount of the fee award, what one reader thinks is more interesting about the decision, from a historical perspective, is the introduction which defines the…
Chancery Clarifies Standard to Shift Fees for Improper Litigation Conduct
For the last 16 years, these pages have featured many highlights of court decisions addressing the right of a stockholder, or a member of an LLC, to demand a company’s “books and records“. Regular readers will recall much commentary about why the exercise of such rights are not for the fainthearted.
Why this decision…
Corporate Law and Woke CEOs
One of the country’s foremost corporate law scholars, Prof. Stephen Bainbridge, who readers of Delaware corporate law decisions and readers of these pages will recognize as having earned a place in the pantheon of corporate law luminaries, has commented on the titular topic, based on a recent Wall Street Journal article that discusses a backlash…