Judge Rakoff’s Nine West decision allowed fiduciary duty claims to proceed against LBO seller directors and officers based on anticipated subsequent transactions by purchaser
Judge Daniels…
In City of Fort Myers General Employees’ Pension Fund v. Haley, the Delaware Supreme Court delivered its most recent admonition to directors and officers negotiating merger transactions to…
On March 18, 2020, a unanimous Delaware Supreme Court held in Salzberg v. Sciabacucchi that provisions in a Delaware corporation’s certificate of incorporation requiring actions arising…
Two recent Delaware decisions have made clear that courts will not give business judgment rule deference where boards of directors allegedly failed to implement or monitor oversight systems…
The Business Roundtable has set out a path toward so-called stakeholder capitalism in its highly publicized Statement on the Purpose of a Corporation. There has been a great deal of media…
On June 13, 2018, the Ninth Circuit determined that where a shareholder of a Delaware corporation challenges a routine board decision in a derivative action, the shareholder must make a…
On April 20, 2018, a panel of Ninth Circuit judges held that Section 14(e) of the Securities Exchange Act of 1934 does not require a showing that a defendant acted with scienter, and that a…
In two important recent decisions, DFC Global Corp. v. Muirfield Value Partners, L.P. and Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd., the Delaware Supreme Court provided…
The Delaware Supreme Court, in an opinion by Chief Justice Strine, recently reversed and remanded the Chancery Court’s ruling in DFC Global Corporation v. Muirfield Value Partners, L.P., an…
In recent months, there have been a number of important developments relating to stockholder appraisal rights in Delaware. Appraisal rights are generally available to dissenting…
