The recent Delaware Court of Chancery decision in Salladay v. Lev, No. 2019-0048-SG (Del. Ch. Feb. 27, 2020), addressed the standards the Court may apply to review the conduct of directors in a contested transaction, and determined that the entire fairness standard applied, based on the facts of this case, resulting in a denial
"entire fairness standard"
Chancery Enjoins Shares Issued to Director Without Stockholder Approval
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Court of Chancery decision is notable for its analysis of an issuance of shares approved by a sole director–but without stockholder approval. In the matter of Applied Energetics, Inc. v. Farley, C.A. No. 2018-0489-TMR (Del. Ch. Jan. 24, 2019), the court considered a somewhat unusual set of facts that included a shell…
Chancery Denies Motion to Dismiss Claims for Breach of Fiduciary Duty in Connection with Merger
By Francis Pileggi on
Posted in Chancery Court Updates
Frank v. Elgamal, C.A. No. 6120-VCN (Del. Ch. March 30, 2012). See summary of prior Chancery decision in this matter highlighted on these pages.
Issue Addressed
Whether it was premature to rule on a fiduciary duty claim based on the entire fairness standard, at the motion to dismiss stage. Answer: Yes.
Summary …
Supreme Court Affirms Chancery’s Rejection of Challenge to Recapitalization Plan
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
S. Muoio & Co., LLC v. Hallmark Entertainment Investment Co., No. 172, 2011 (Del., Dec. 20, 2011), is a very short Order of the Delaware Supreme Court affirming the decision of the Court of Chancery dated March 9, 2011, which was highlighted on these pages here. The Chancery decision addressed the fairness of…