A recent Delaware Court of Chancery opinion addressed the not infrequent situation where a distressed company is sold or merged but only the preferred stockholders receive consideration—and the common stockholders receive nothing. In Jacobs v. Akademos, Inc., Del. Ch., C.A. No. 2021-0346-JTL (Del. Ch. Oct. 30, 2024), a scholarly work of art, the
entire fairness
16th Annual Review of Key Delaware Corporate and Commercial Decisions
16th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi and Chauna A. Abner
This is the 16th year that Francis Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This list does not attempt to include…
BJR Protected Allegedly Interested Director Transaction; When Section 220 Tolls Statute of Limitations
By Francis Pileggi on
Posted in Court of Chancery Updates
Sutherland v. Sutherland, C.A. No. 2399-VCN (Del. Ch. May 30, 2013).
Issue Addressed: Whether certain directors violated their fiduciary duties by benefiting from a system of charging for administrative expenses for personal matters that was more favorable to certain directors.
Short Answer: No.
Background: Many prior Delaware decisions in this long-running…
Chancery Addresses Right to Direct Claim for Dilution of Minority Shareholders
By Francis Pileggi on
Posted in Court of Chancery Updates
Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013).
This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in addition to, derivately; (2) restrictions imposed by DGCL Section 160 on the right to redeem…
Supreme Court Affirms $2 Billion Judgment and $300 Million in Fees for Breach of Fiduciary Duty
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
The Delaware Supreme Court today, in the case of Americas Mining Corp. v. Theriault, No. 29, 2012 (Del. Aug. 27, 2012), read here, in a 110-page opinion, upheld the Court of Chancery’s 100-plus page decision awarding over $2 billion in damages based on a breach of fiduciary duty claim in connection with the…
Chancery Grants $1.2 Billion Judgment for Breach of Fiduciary Duties
By Francis Pileggi on
Posted in Court of Chancery Updates
In the case of In re Southern Peru Copper Corporation Shareholder Derivative Litigation, C.A. No. 961-CS (Del. Ch. Oct. 14, 2011), read opinion here, [read revised opinion of Dec. 20, 2011 here], the Delaware Court of Chancery explained in more than 100 pages why the directors of a company breached their fiduciary duties in…
Hallmark Receives Welcome Greeting: Chancery Approves Recapitalization of Affiliate
By Francis Pileggi on
Posted in Court of Chancery Updates
S. Muoio & Co. LLC v. Hallmark Entertainment Investments Co., C.A. No. 4729-CC ( Del. Ch. Mar. 9, 2011), read 63-page Delaware Court of Chancery opinion here. Hat tip to Wilmington corporate litigator Kurt Heyman for sending me this opinion today. He and his partners Patricia Enerio and Dominick Gattuso represented some of the…
Chancery Court Grants Partial Summary Judgment to Both Parties in Self-Dealing Case
By Francis Pileggi on
Posted in Court of Chancery Updates
Rhodes v. SilkRoad Equity, LLC, Del. Ch., No. 2133-VCN (April 15, 2009), read letter opinion here. Prior opinions in this case from the Delaware Chancery Court were reviewed on this blog here.
Kevin Brady, a highly respected Delaware litigator, provides us with the benefit of his following review of this Delaware Chancery Court decision.
On April 15…