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Philadelphia Judge Removes Trustees From $28 Mil. Trusts
A Philadelphia judge has removed the trustees from two trusts worth $27.9 million as of the fall of 2010 because the trustees failed to appoint a third trustee and because income was not distributed to the trusts' beneficiaries in 2010.Delaware Represented Among ABA Section Leadership
Lawrence A. Hamermesh, a professor at Widener University School of Law and the director of Widener's Institute of Delaware Corporate and Business Law, has been elected by the Section of Business Law of the American Bar Association to serve on the section's 20-member governing council, the university announced last week.Overseeing game store chain's growth
Profile: Daniel J. Kaufman, vice president and general counsel, Electronics Boutique Holdings Corp.Del. Vice Chancellor Approves Del Monte Settlement Despite Fund Objections
Despite objections made by a Cleveland union pension fund, the Delaware Chancery Court granted final approval to the $89.4 million settlement Del Monte Corp. and Barclays PLC reached with Del Monte's shareholders in order to end all claims related to a conflict-of-interest suit filed earlier this year.Chancery Court Comments on Valuation of Potential Derivative Claims
In a recent Delaware Court of Chancery opinion, In re Massey Energy , the court provides an extended discussion concerning the valuation of certain pre-merger derivative claims against the directors and officers of Massey Energy Co. in the context of an announced $8.5 billion merger with Alpha Natural Resources. The plaintiffs sought to enjoin the Alpha merger, alleging that the price was unfair because the Massey stockholders failed to receive fair value for the derivative claims. As discussed below, the court denied the injunction due, in part, to multiple flaws in the plaintiffs' valuation approach.Preserving (or Limiting) Contractual Claims to Address 'Sandbagging'
The term "sandbagging" has been used generally in the M&A context to refer to the buyer's assertion of post-closing claims for breach of representation and warranty despite its pre-closing knowledge that the seller's representations or warranties were not true and correct when made. Although counterparties may contract around sandbagging by expressly preserving or limiting the buyer's right to assert claims in cases where it knew (or was on notice) of a seller's breach prior to closing, in the absence of a "pro-sandbagging" or "anti-sandbagging" provision, the permissibility of sandbagging is a matter of the law of the jurisdiction governing the agreement.Advanta Bankruptcy Brings Work To N.Y., Del. Firms
Spring House, Pa.-based Advanta Corp. filed for voluntary Chapter 11 bankruptcy Sunday in the U.S. Bankruptcy Court for the District of Delaware.Breach case in company sale survives
A recent Delaware Court of Chancery ruling allowing a trial against corporate directors who approved selling a company for a premium illustrates directors' ongoing vulnerability to breach-of-fiduciary-duty lawsuits — even if their actions benefited shareholders.3rd Circuit Denies Nortel's U.K. Pension Creditors Stay Exemption
The 3rd U.S. Circuit Court of Appeals has ruled that two United Kingdom entities seeking to pursue debt claims against Nortel Networks Inc. in their home country are not governmental units and, therefore, cannot invoke the police protection exemption found in the U.S. Bankruptcy Code.Delaware Chancery dismisses shareholder suit against Goldman Sachs over risky practices
The Delaware Court of Chancery has dismissed a case that claimed Goldman Sachs breached its fiduciary duty to shareholders through a compensation structure that encouraged employees to take undue risks.Trending Stories
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