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 AddressedPantheon: 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

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

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