The widely-acclaimed corporate law scholar, and friend of this blog, Prof. Stephen Bainbridge, whose prolific scholarship is cited in Delaware court decisions on corporate law, has penned a brief essay on the titular topic in light of a recent Delaware Court of Chancery opinion by Vice Chancellor Laster styled United Food & Comm. Workers Union
No Cause of Action in Delaware for Conventional Stockholder Oppression
A recent Order of the Delaware Court of Chancery recited the truism reflected in prior Delaware decisions that, generally speaking, unlike in some other states, Delaware does not have a standalone, conventional cause of action for stockholder oppression, per se, as contrasted with a breach of fiduciary duty claim for not acting in the
Chancery Enforces Forum Selection Clause in Charter for Inspection Demand
A recent Court of Chancery decision is almost as noteworthy for what it decided as for what was not decided. In JUUL Labs, Inc. v. Grove, C.A. No. 2020-0005-JTL (Del. Ch. Aug. 13, 2020), Delaware’s court of equity enforced an exclusive forum selection clause in a company charter, based at least in part on the
Delaware Supreme Court Allows Federal Forum Clause in Charter
The Delaware Supreme Court recently issued a highly anticipated decision in Salzberg v. Sciabacucchi, No. 346-2019 (Del. Mar. 18, 2020). Many law professors and other commentators have written much learned commentary and published extensive scholarly analysis of the issues raised in the Court of Chancery’s decision, and have opined on what the Supreme Court
Chancery: AmTrust squeeze-out must face stiff review after failing MFW controlling shareholder test
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
Blockchain Technology and Delaware Corporate Law
The Delaware General Corporation Law was amended last summer to allow companies to maintain their corporate records using blockchain technology. The purpose of this short post is to provide a high-level overview of this evolving intersection of technology and corporate law that will have an increasingly profound impact on corporate governance and related areas of
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 Explains Safest Deal Structure to Defend M & A Challenges
Southeastern Pennsylvania Transportation Authority v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Aug. 5, 2005)
Issue addressed: This Chancery opinion explains the procedures to follow in order to benefit from the business judgment rule’s deferential standard of review for a merger that involves a controlling shareholder and a third-party.
This decision provides a road map
Key Corporate and Commercial Delaware Decisions for First Five Months of 2013
Among the key corporate and commercial Delaware decisions that we have highlighted on these pages during the first five months of 2013, the following decisions either clarified existing Delaware law or announced new law on important substantive or procedural topics. This is a supplement to the annual review of cases we have provided on this
Delaware Fiduciary Duty of Disclosure Explained by Chancery
In re Wayport, Inc. Litigation, Cons., C.A. No. 4167-VCL (Del. Ch. May 1, 2013).
Issues Addressed: Among the several issues addressed in this case, the most noteworthy is a fulsome discussion and restatement of the fiduciary duty of disclosure that directors and majority shareholders owe to other existing shareholders from whom they are