The Delaware Court of Chancery addressed a bevy of basic corporate litigation principles in the context of claims challenging the actions of directors, and determining which standards of review apply, and which procedural prerequisites need to be satisfied. In Carr v. New Enterprise Associates, Inc., C.A. No. 2017-0381-AGB (Del. Ch. Mar. 26, 2018), claims
Chancery Declines to Enjoin Acquisition of Plains Exploration and Production Co.
In Re Plains Exploration & Production Company Stockholder Litigation, Cons., C.A. No. 8090-VCN (Del. Ch. May 9, 2013).
Issues Addressed: Were Revlon duties of the board breached due to the absence of a special committee and pre-market check in connection with the sale of the company, and (ii) were disclosure obligations breached due…
Delaware Does Not Impose Fiduciary Duty, Per Se, to Minimize Corporate Taxes
Seinfeld v. Slager, C.A. No. 6462-VCG (Del. Ch. June 29, 2012).
(1) Whether board approval of a supplemental retirement bonus was a breach of fiduciary duty to the extent that it constituted waste and did not qualify for a tax deduction; and (2) Whether a stock option plan for the directors was…
Chancery Rejects Motion for Attorneys’ Fees Based on Complaint Mooted by Actions of Board
Freedman v. Adams, C.A. No. 4199-VCN (Del. Ch. March 30, 2012).
The Court of Chancery addressed the standard for awarding attorneys’ fees when there has been a stipulated dismissal of a derivative action which was largely mooted by measures taken by the defendant board of directors shortly after the complaint was served.
Chancery Upholds Merger Netting Zero to Common Shareholders
Hokanson v. Petty, 2008 Del Ch. LEXIS 182 (Dec. 10, 2008). This Chancery Court decision could have dismissed claims on a statute of limitations basis alone, but also addressed the merits. One notable aspect of the court’s analysis was that it upheld a decision of a board with a majority of independent members that followed…
Top 5 Delaware Cases from 2008–Rebuttal to Professor Brown
Last year, I replied to Professor J. Robert Brown’s list of the top 5 Delaware cases that, in his view, supported his negative perspective of Delaware law that remains the constant refrain on his blog called: The Race to the Bottom.
My introductory explanation from my rebuttal of last year was as follows:
… I realize that there are many