Noteworthy 2012 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 eighth year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2012, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court
South v. Baker, C.A. No. 7294-VCL (Del. Ch. Sept. 25, 2012).
Issues Addressed
: This decision is a candidate for inclusion in the pantheon of iconic Delaware Court of Chancery opinions addressing the following issues: (1) When derivative plaintiffs and their counsel will be presumptively found to provide inadequate representation resulting in the complaint’s
Seinfeld v. Slager, C.A. No. 6462-VCG (Del. Ch. June 29, 2012).
Issues Presented
(1) Whether board approval of a supplemental retirement bonus was a breach of fiduciary duty to the extent that it constituted waste and did not qualify for a tax deduction; and (2) Whether a stock option plan for the directors was
Zucker v. Andreessen, C.A. No. 6014-VCP (Del. Ch. June 21, 2012).
Issues Presented
(1) Whether a $40 million severance package for the CEO of Hewlett-Packard, who could have been terminated for cause, constituted corporate waste; and (2) Whether the failure of the board to have a clearly defined succession plan in place was a
The Ravenswood Investment Company L.P. v. Winmill, C.A. No. 3730-VCN (Del. Ch. Nov. 30, 2011), read letter ruling here. A prior decision by the Delaware Court of Chancery in this case was highlighted on these pages here.
Issue Addressed
The Court addressed a motion for reargument under Rule 59(f), as well as Court
In Re The Dow Chemical Company Derivative Litigation, Cons. No. 4339, (Del. Ch., Jan. 11, 2010), read opinion here.
Kevin Brady and Ryan Newell of the Connolly Bove firm prepared this synopsis.
On January 11, 2010, a year after a major corporate battle between the Dow Chemical Company (“Dow”) and Rohm & Haas
In Re: Affiliated Computer Services, Inc. Shareholders Litigation, (Del. Ch., February 6, 2009), read opinion here.
We are fortunate to have the following review and analysis of this case prepared by Kevin Brady, a partner in the Business Law Group at the Wilmington, Delaware, office of Connolly Bove.
In a dispute involving yet another victim of