special litigation committee

In Re MFW Shareholder Litigation, C.A. No. 6566-CS (Del. Ch. May 29, 2013).

Issue Addressed: What standard of review should apply to a going-private merger conditioned upfront by the controlling stockholder on approval by both a properly empowered, independent committee and an informed, uncoerced majority-of-the-minority vote.

Short Answer: When a controlling stockholder

In re: Primedia, Inc., Shareholders Litigation, Cons., C.A. No. 6511-VCL (Del. Ch. May 10, 2013).

Issue Addressed:  Whether insider trading claim based on state law should be allowed to proceed despite motion to dismiss by special litigation committee.
Short Answer:  Motion to dismiss denied.

Brief Background

Details of this case were previously

In re Delphi Financial Group Shareholder Litigation, Cons. C.A. No. 7144 -VCG (Del. Ch. Mar. 6, 2012). This is the third Delaware Court of Chancery decision in as many weeks that denied injunctive relief, in an expedited opinion, in response to a challenged transaction–despite criticism in two of the cases, of the process and the

In London v. Tyrrell et al., C.A. No. 3321-CC (March 11, 2010), read opinion here, the Court of Chancery denied a special litigation committee’s (“SLC”) motion to dismiss a shareholder’s lawsuit under Zapata Corp. v. Maldonado, 430 A.2d 779 (Del. 1981) because there were material questions of fact regarding: (1) the SLC’s independence, (2) the

London v. Tyrrell, Del. Ch., No. 3321-CC (April 2, 2009), read letter decision here.

Kevin Brady, a highly respected Delaware litigator, has provided us with the following case review.

In a interesting twist on the issue of staying discovery so the Special Litigation Committee can complete its investigation, Chancellor Chandler, in a two-page letter