Delaware Business Court Insider | Commentary
By Edward M. McNally | January 31, 2018
Where does your company want to be sued? Of course, the obvious answer is “nowhere.” But in this litigious country that is not realistic.
Delaware Business Court Insider | Commentary
By Justin T. Kelton | January 31, 2018
In a recent decision, Judge Andre G. Bouchard of the Delaware Court of Chancery addressed the question of whether a plaintiff who obtains a corporate benefit through litigation may target a particular stockholder to pay a common fund fee award.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | January 24, 2018
Stockholder M&A challenges in the Delaware Court of Chancery have declined in the wake of the well-known Trulia (and its federal corollary Walgreens) and Corwin decisions, which respectively reduced incentives for pre-closing M&A challenges by outlining a strict standard of review for disclosure-only settlements; and confirmed that, regardless of whether the process at issue complied with Revlon, transactions approved by an informed and uncoerced stockholder vote are subject to the protections of the business judgment rule.
Delaware Business Court Insider
By Barry M. Klayman and Mark E. Felger | January 17, 2018
In a recent decision, Bankruptcy Judge Christopher S. Sontchi addressed the question of whether a Chapter 11 debtor, the tenant under a commercial lease, could exercise an option to renew the lease during the bankruptcy proceedings, even though the debtor was in default under the lease and the lease specified that it could not be renewed if defaults existed at the time the option was exercised.
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.
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