Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
In re OPENLANE, Inc. Shareholders Litigation, Cons. C.A. No. 6849-VCN (Del. Ch. Sept. 30, 2011), read opinion here.
Issue Addressed: Did the majority shareholders and the board of directors in this closely-held company breach their fiduciary duties by approving a merger in which they had sufficient control to provide the statutorily required consent and…
Gaines v. Narachi, C.A. No. 6784-VCN (Del. Ch. Sept. 30, 2011), read decision here. But see here for a subsequent letter ruling granting a motion to reconsider this decision on the issue of whether a colorable claim was demonstrated. This is a rare example of a motion for reargument under Rule 59(f) being…
Dubroff, et al. v. Wren Holdings, LLC, et al., Del. Ch., No. 3940-VCN (May 22, 2009), read opinion here.
Kevin Brady, a highly-respected Delaware litigator, provides us with the benefit of his following review of this Delaware Chancery Court decision.
On May 22, 2009, Vice Chancellor Noble granted in part and denied in part defendants’ motion…
MARIE RAYMOND REVOCABLE TRUST v. MAT FIVE LLC, (Del. Ch., Dec. 19, 2008), read opinion here. The Chancery Court in this 39-page decision approved a class action settlement regarding claims of inadequate disclosure in a tender offer. Included in the opinion is the court’s exercise of its own business judgment in connection with approving…
County of York Employees Retirement Plan v. Merrill Lynch & Co., Inc., et al., (Del. Ch., Oct. 28, 2008), read opinion here. This 39-page Chancery Court decision addressed in a cursory but scholarly manner, several preliminary issues related to the recently announced merger of Merrill Lynch and Bank of America.
The opinion is a treasure trove…