A recent Delaware Court of Chancery opinion is noteworthy for its discussion of many aspects of the law, but I intend to highlight only a few of them, including its description of the important concept known as the Step –Transaction Doctrine. In PWP XERION Holdings III LLC v. Redleaf Resources, Inc., C.A. No. 2017-0235-JTL
"step transaction doctrine"
Chancery Discusses Revlon in Context of Granting Option to Sell Company
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 Applies Step Transaction Doctrine to Favor Substance Over Form
In Coughlan v. NXP B.V., C. A. No. 5110-VCG (Del. Ch. Nov. 4, 2011), the Delaware Court of Chancery applied the step transaction doctrine and the equitable principle that elevates substance over form, in order to grant summary judgment in a contract interpretation case. Read this 35-page opinion here.
Issue Addressed: Whether a challenged…