Tag Archives: “entire fairness standard”

Chancery Enjoins Shares Issued to Director Without Stockholder Approval

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 corporation, at the time of … Continue Reading

Chancery Denies Motion to Dismiss Claims for Breach of Fiduciary Duty in Connection with Merger

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 of Holding In this challenge … Continue Reading

Supreme Court Affirms Chancery’s Rejection of Challenge to Recapitalization Plan

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 a recapitalization plan … Continue Reading