Prominent corporate law expert Professor Stephen Bainbridge’s book: Directors as Auctioneers: A Concise Guide to Revlon-Land, was reviewed by Delaware corporate litigator Michael Sirkin, a former clerk for the Delaware Court of Chancery. Sirkin’s review here, and the good professor’s response, here, should be read by those interested in the nuances and
Revlon
Shareholders Show Likelihood of Success that El Paso/Kinder Morgan Merger Process was Tainted by Disloyalty but Chancellor Denies Request for Injunctive Relief
By Kevin F. Brady on
Posted in Court of Chancery Updates
Chancellor Strine in In Re El Paso Corporation Shareholder Litigation, Consol. C. A. No. 6949-CS (Del. Ch. Feb. 29, 2012), denied the stockholder plaintiffs request for a preliminary injunction to enjoin a merger between El Paso Corporation and Kinder Morgan, Inc. While the Court in a 33-page opinion, severely criticized the …
Chancery Denies Request to Enjoin Tender Offer for Biopharmaceutical Company
By Francis Pileggi on
Posted in Court of Chancery Updates
In Re: Micromet, Inc. Shareholders Litigation, C.A. No. 7197-VCP (Del. Ch. Feb. 29, 2012).
Issue Addressed
The issue in this case is whether a motion for preliminary injunction should be granted to enjoin an all-cash negotiated tender off for all the shares of a biopharmaceutical company. Plaintiffs are the shareholders of the target company…
Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery
Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery.
By: Francis G.X. Pileggi and Kevin F. Brady.
Introduction
This is the seventh year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2011, we reviewed and summarized approximately 200 decisions from Delaware’s Supreme Court…
Chancery Applies Entire Fairness Standard to Sale of Assets Just Before Bankruptcy Filing
By Francis Pileggi on
Posted in Court of Chancery Updates
Encite LLC v. Soni, C.A. No. 2476-VCG (Del. Ch. Nov. 28, 2011), read 80-page opinion here. Prior Delaware decisions in this matter have been highlighted on these pages here.
Issues Addressed
One of the issues addressed in this ruling on two motions for summary judgment was whether “a person can purchase a claim for…
The Delaware Court of Chancery: Focus of Seminar in NYC
By Francis Pileggi on
Posted in Commentary, Court of Chancery Updates
The Columbia Law School co-hosts today with Wachtell, Lipton, Rosen & Katz, a symposium entitled: The Delaware Court of Chancery: Change and Continuity. In addition to Justice Jack Jacobs of the Delaware Supreme Court, each of the 5 members of the Court of Chancery are in attendance at this congregation in New York City…
Court of Chancery Denies Motion for Preliminary Injunction; Finds Revlon Applies When Merger Consideration is Evenly Split Between Cash and Stock
By Francis Pileggi on
Posted in Court of Chancery Updates
On May 24, 2011, in In Re Smurfit-Stone Container Corp. Shareholder Litigation, C.A. No. 6164-VCP, the Court of Chancery denied a motion for preliminary injunction and a request that the Court delay a stockholder vote regarding a merger. The Court also addressed the issue of “whether and in what circumstances Revlon applies when merger consideration…
Court of Chancery Denies Motion to Expedite Claim for Breach of Implied Covenant of Good Faith and Fair Dealing; Plaintiff Failed to Plead Colorable Claims for Breach of Fiduciary Duty
By Francis Pileggi on
Posted in Court of Chancery Updates
The Court of Chancery denied a motion to expedite an application to preliminarily enjoin the merger of the limited partnership in Lonergan v. EPE Holdings LLC, C.A. No. 5856-VCL (Del. Ch. Oct. 11, 2010), read opinion here, where the plaintiff failed to plead colorable claims of breach of fiduciary duty and the Court refused …
21st Annual Tulane Corporate Law Institute–Update V
By Francis Pileggi on
Posted in Commentary
This is my fifth update from this corporate law seminar in New Orleans. On this second day, the third panel presentation this morning is titled: "Delaware Developments". The panel members include a member of the Delaware Chancery Court and a few leading Delaware corporate practitioners.
Vice Chancellor Lamb discussed the very recent Delaware…
Top 5 Delaware Cases from 2008–Rebuttal to Professor Brown
By Francis Pileggi on
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
…