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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.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.
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.
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.
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.
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.
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.
Board Didn't Breach Fiduciary Duties in $1.9 Bil. Buyout
The board of a national security technology company did not breach its fiduciary duties when it approved a $1.9 billion acquisition by a private equity company because there was no evidence it acted in bad faith, the Delaware Court of Chancery has ruled.
Debtors Have Burden of Proof in Bankruptcy Dismissal Hearings
Debtors seeking to dismiss a challenge by creditors to a bankruptcy reorganization under the equitable mootness doctrine have the burden of proving that the appeal should be denied, the U.S. Court of Appeals for the Third Circuit has ruled in a precedential opinion. The appellate court issued the opinion when it held that the evidentiary record did not support a federal judge's decision to dismiss creditors' appeal of an oil company's restructuring plan under the equitable mootness doctrine.Balance Among Practices Helps State Chug Through Downturn
This has been a rough year economically speaking, and the legal business has not been immune, beset by layoffs and dissolutions, as happened to Philadelphia firm Wolf Block this spring.TRENDING STORIES
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