Delaware Business Court Insider | Commentary
By P. Clarkson Collins Jr. | November 14, 2018
The Delaware Supreme Court's two recent decisions in Dell and DFC strongly endorsed the application of market efficiency principles in appraisal actions, and gave virtually controlling weight to the deal price as the “best evidence” of a company's fair value where a robust sales process was conducted against the backdrop of a well-functioning market for the target's stock.
By Laura A. Colca and Ryan W. McNagny | November 9, 2018
In a recent decision, the Delaware Court of Chancery reaffirmed the policy of Delaware and many other states, including New York, of enforcing broad contractual waivers of fiduciary duties and demonstrated the importance of carefully negotiating contractual rights and obligations when forming or investing in a limited liability company.
By Jeremy Deutsch | November 9, 2018
Few investors consider the legal implications associated with the investment managers' choice of entity and the state in which that entity was formed and what all that might have to do with their investment. Those choices may have significant ramifications.
Delaware Business Court Insider | News
By Tom McParland | November 8, 2018
A three-judge panel of the high court said that CompoSecure would have another chance to argue that its contract with CardUX was void and unenforceable under New Jersey law.
Delaware Business Court Insider | Commentary
By Barry M. Klayman and Mark E. Felger | November 7, 2018
Two recent decisions by separate judges of the Delaware Bankruptcy Court have addressed the question of whether persons providing services to debtors relating to the disposition and monetization of inventory, real estate, intellectual property and other estate assets are “professionals” and must be retained under the strictures of Section 327(a) of the Bankruptcy Code.
Delaware Business Court Insider | News
By Tom McParland | November 5, 2018
A shareholder of Sonic Corp. has sued in Delaware federal court to halt the drive-in fast food company's $2.3 billion bid to take the company private, alleging that the board withheld key financial data about the deal.
Delaware Business Court Insider | News
By Tom McParland | November 2, 2018
A Mississippi retirement system on Friday won a three-way fight to serve as lead plaintiff in a securities class action against Advance Auto Parts Inc. stemming from its $2 billion purchase of General Parts in 2011.
Delaware Business Court Insider | News
By Tom McParland | October 31, 2018
Papa John's founder said the company sought to embarrass him and failed to show he was not entitled to corporate documents related to his ouster.
Delaware Business Court Insider | News
By Tom McParland | October 31, 2018
Delaware, home to most of the nation's publicly traded corporations, has a long tradition of allowing the "private ordering" of corporate affairs, leaving governance largely to shareholders. Gender diversity on the boards shareholders elect is not viewed differently, even in the era of the #MeToo movement.
Delaware Business Court Insider | Commentary
By Peter Flocos, Lisa Stark, Rick Giovannelli and Mark Hammes | October 31, 2018
In a landmark decision, a Delaware court has, for what is widely believed to be the first time ever, found that a material adverse effect actually occurred in an acquisition transaction, giving the buyer a right to terminate the pending transaction.
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