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September 18, 2013 |

Chancery Court Lowers Attorney Fees Upon Remand

The Delaware Court of Chancery has reduced the $3 million in attorney fees and expenses it initially awarded to plaintiffs counsel in a dispute between a commercial real estate investment fund and a property management company to about $743,000. The court revised the award after the Delaware Supreme Court ruled that the plaintiff in the case could not have its attorney fees reimbursed because it incurred no expenses after the lawyers declined to charge a fee in order to avoid any potential malpractice claim.
5 minute read
July 03, 2013 |

Challenge to $24 Bil. Dell Buyout Won't Be Expedited

The Delaware Court of Chancery has denied a request by Dell Inc.'s shareholders to expedite their lawsuit challenging a $24.4 billion buyout proposed by company founder Michael Dell. In issuing the decision, the court held that the plaintiffs failed to plead colorable claims of breach of fiduciary duty against the company's board for recommending the buyout and that the stockholders have the option of voting against the offer.
5 minute read
July 03, 2013 |

Health Firm's $1.8 Mil. Indemnification Claim Blocked

The Delaware Court of Chancery has blocked a health care network provider from recouping a $1.8 million indemnification for an alleged material breach of contract on the part of a company it had acquired.
5 minute read
May 08, 2013 |

Chancery Invokes 'Special-Facts' Doctrine in Stock Sale Dispute

A director who possess a special or secret knowledge of a company's future plans or resources has a fiduciary duty to disclose that information in a private stock transaction, the Delaware Court of Chancery has ruled invoking the rarely-used "special facts" doctrine.
5 minute read
August 21, 2013 |

Directors Can Favor Some Stockholders to Maximize Value

A Delaware corporation's board of directors may favor the interests of one stockholder class over another to maximize a company's value, the Court of Chancery has ruled.
5 minute read
September 18, 2013 |

Activision Shareholder Files Suit to Halt $8.2 Bil. Split

A shareholder of Activision Blizzard Inc., said to be one of the world's largest video-game publishers, has filed a lawsuit in the Delaware Court of Chancery seeking to block an $8.2 billion deal in which the company would buy back the majority of its shares owned by Vivendi, the French conglomerate that owns Activision. The plaintiff alleged that members of Activision's board would be unjustly enriched by the transaction and he asked the Chancery Court to give the company's public shareholders an opportunity to vote on the deal.
4 minute read
June 12, 2013 |

Chancery Court Reversed on Definition of Good Faith

A conclusive presumption of good faith contracted into an oil and gas company's limited partnership agreement cannot preclude a unitholder's lawsuit because the concept of good faith described in the contract is "very different" from the concept found in the implied covenant of good faith and fair dealing, the Delaware Supreme Court has ruled.
5 minute read
July 26, 2007 |

Deal Watch: Sutherland, Jones Day help Cumulus go private

WITH THE RADIO industry suffering from a drop in advertising revenue, Atlanta-based radio giant Cumulus Media Inc. this week said it would take itself private. It's pursuing the deal with advice from lawyers at Jones Day and Sutherland Asbill Brennan.Jones Day partner John E. Zamer is leading a group of attorneys in his firm's Atlanta office in advising the investors spearheading the transaction, according to the law firm.
5 minute read
July 31, 2013 |

Court Denies Bid to Derail $116 Mil. Sale of Morton's

The Delaware Court of Chancery has dismissed a lawsuit filed by shareholders of Morton's Restaurant Group Inc., who alleged that the steakhouse chain's directors undervalued the company when they sold it to billionaire Tilman Fertitta for $116.6 million in 2012. In dismissing the case, the court held that the directors had shopped for the best possible price and the sale was approved by a board of disinterested directors.
5 minute read
July 31, 2013 |

Fiat Wins Valuation Victory in Chancery Court

Italian car manufacturer Fiat SpA won a partial but critical victory in the Delaware Court of Chancery on Tuesday when the court ruled that it correctly interpreted that a $4.6 billion promissory note issued by Chrysler, a company in which Fiat owns a 41.5 percent stake, should be counted as debt. However, the court held that more discovery was needed to resolve other matters such as the final determination on price of shares issued to a health care trust that Fiat sought to acquire.
5 minute read

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