Delaware Business Court Insider | Commentary
By Arthur R. Bookout | January 10, 2018
While many view the period between Thanksgiving and Jan. 1 as a hectic time of year, no one has been working harder than the Delaware courts.
Delaware Business Court Insider | Commentary
By Brett M. McCartney | December 27, 2017
In one of the most anticipated opinions of 2017, Delaware's Supreme Court reversed the Court of Chancery's appraisal decision valuing Dell, Inc.'s shares after its management-led buyout in 2013. In its unanimous en banc decision, the Supreme Court ruled that the Court of Chancery abused its discretion by relying exclusively on its own discounted cash flow (DCF) analysis while affording no weight to the transaction price when valuing the company's shares at the time of its 2013 going-private merger.
Delaware Business Court Insider | Commentary
By Albert H. Manwaring IV | December 20, 2017
Neither the Delaware Supreme Court, nor other Delaware state courts have “articulated a specific test” to analyze whether to stay a civil case based on the pendency of a criminal case or investigation.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | December 6, 2017
What should be the standard of review when the Court of Chancery considers an appeal from a receiver's disallowance of a claim pursuant to section 296(b) of the Delaware General Corporation Law? In B.E. Capital Management Fund LP v. Fund.com Inc., C.A. No. 12843-VCL (Del. Ch. Oct. 4, 2017), Vice Chancellor Laster held that a receiver's determination is subject to de novo review and the court has discretion to go beyond the record presented to the receiver by conducting an evidentiary hearing.
Delaware Business Court Insider | Commentary
By Timothy R. Dudderar and Daniyal M. Iqbal | December 6, 2017
In a case involving allegations of unusually egregious conduct by directors of a Delaware corporation, the Delaware Court of Chancery in Kandell v. Niv, C.A. No. 11812-VCG (Del. Ch. Sept. 29) (Glasscock, V.C.) found that directors of FXCM, Inc. faced a substantial likelihood of liability for demand futility purposes on a claim alleging that they knowingly allowed FXCM to engage in an illegal business practice, despite the lack of allegations suggesting that the directors were ever explicitly notified that the practice was illegal.
Delaware Business Court Insider | Commentary
By John A. Neuwirth, Joshua S. Amsel, Christine T. Di Guglielmo and Evert J. Christensen Jr. | November 29, 2017
Since 'Trulia', there has been a decline in Delaware in the number of run-of-the-mill challenges to nearly every public company merger transaction. But while the volume of merger litigation in Delaware has been on the decline, there has been a noticeable surge in filings in other jurisdictions, particularly federal courts.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | November 22, 2017
A cardinal principle of Delaware law is that directors manage the business and affairs of a Delaware corporation. This includes decisions regarding whether to pursue claims against officers and directors whose breach of duty may have injured the company.
Delaware Business Court Insider | Commentary
By Pamela L. Millard | November 22, 2017
On June 28, 2017, the Delaware Supreme Court reversed the Court of Chancery's prior ruling in Chicago Bridge & Iron v. Westinghouse Electric, 2016 WL 7048031 (Del. Ch. Dec. 5, 2016), rev'd, 2017 WL 2774563 (Del. June 28), holding that an independent auditor appointed to resolve purchase price adjustment disputes relating to a sale transaction was not empowered to decide challenges to the seller's compliance with GAAP in connection with a post-closing true up of net working capital.
Delaware Business Court Insider | Commentary
By Jason J. Mendro and Jeffrey S. Rosenberg | November 15, 2017
It is an all-too familiar accusation to many directors: If only you had done something more, the corporation could have avoided an injury or loss. Since the mid-1990s, Delaware courts have repeatedly recognized that attempting to pin personal liability on directors for their alleged inaction is “possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment,” as in In re Caremark International Derivative Litigation, 698 A.2d 959, 967 (Del. Ch. 1996).
Delaware Business Court Insider | Commentary
By Edward M. McNally | November 14, 2017
Delaware recognizes the need to promptly resolve disputes over the composition of the board of directors of a Delaware corporation.
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