Plaintiff stockholder litigation is increasingly alleging that discussions over merger support agreements and rollover agreements trigger the higher vote required by Section 203 of the De...
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 c...
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....
In October 2016, the SEC proposed rules that would, if adopted, substantially impact proxy contests at U.S. public companies. Under the SEC’s proposal, each party – management and one...
On November 18, the SEC’s Division of Corporation Finance published new guidance relating to its 2015 no-action letter on 5-day debt tender and exchange offers, and also provided guidan...
On October 26, the Securities and Exchange Commission proposed long-expected changes to the proxy rules in order to mandate the use of universal proxy cards in contested elections at annu...
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 stockhol...
On Friday, December 19, 2014, the Delaware Supreme Court reversed a preliminary injunction entered by the Delaware Court of Chancery which had (a) barred, for 30 days, a stockholder vote ...
On May 2, 2014, the Delaware Court of Chancery denied a preliminary injunction motion by activist stockholder Third Point LLC to enjoin Sotheby’s annual meeting based on claims that the...
On March 7, 2014, Vice Chancellor Travis Laster of the Delaware Court of Chancery found a financial advisor liable for aiding and abetting breaches of fiduciary duties by the board of Rur...
