Tax reform, shifting international dynamics, Trump administration goals and a potentially strong market for transactions all seem likely to impact business activity in 2018. Below are 10 areas to explore in our 10th annual...more
1/23/2018
/ #MeToo ,
Acquisitions ,
China ,
Class Action ,
Climate Change ,
Corporate Governance ,
Corporate Social Responsibility ,
Cybersecurity ,
Enforcement Actions ,
EU ,
Financial Regulatory Reform ,
Mergers ,
National Security ,
Regulatory Reform ,
Securities Litigation ,
Tax Reform ,
Trade Secrets ,
Trump Administration ,
UK Brexit
Over the past two years, the deal litigation landscape has changed dramatically. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly...more
11/27/2017
/ Acquisitions ,
Choice-of-Law ,
Corporate Counsel ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Forum Selection ,
Mergers ,
Mootness ,
Non-GAAP Financial Measures ,
Plainly Material Standard ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Standard of Review ,
Trulia
Several recent decisions applying Delaware law offer helpful insight about the impact that activist investor involvement has on board decision-making leading to a transaction and how those decisions will be reviewed by the...more
11/22/2017
/ Board of Directors ,
Corporate Governance ,
Corwin Doctrine ,
Delaware General Corporation Law ,
Duty of Care ,
Duty of Loyalty ,
Duty to Disclose ,
Fiduciary Duty ,
Jurisdiction ,
Mergers ,
Morrison v National Australia Bank ,
Pleading Standards ,
Proxy Contests ,
Shareholder Activism ,
Shareholder Litigation ,
Shareholders ,
Standard of Review ,
Totality of Circumstances Test ,
TRO
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between May 2017 and August 2017....more
9/28/2017
/ Acquisitions ,
Appraisal ,
CalPERS ,
CalPERS v ANZ Securities ,
Equitable Tolling ,
Fiduciary Duty ,
Insider Trading ,
Investment Company Act of 1940 ,
Materiality ,
Mergers ,
PLSRA ,
Scienter ,
SCOTUS ,
Securities Exchange Act ,
Securities Fraud ,
Standing ,
Statute of Limitations
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The cases address developing trends in class actions, ERISA, fiduciary duties,...more
6/9/2017
/ Acquisitions ,
Bad Faith ,
Board of Directors ,
Breach of Duty ,
Class Action ,
Class Certification ,
Dismissals ,
Dodd-Frank ,
Duty of Loyalty ,
Duty of Prudence ,
Employee Retirement Income Security Act (ERISA) ,
Enforcement Actions ,
ESOP ,
Ethics Breach ,
Excessive Fees ,
Food Manufacturers ,
Initial Public Offering (IPO) ,
Mergers ,
Misrepresentation ,
Pleading Standards ,
PLSRA ,
Regulation D ,
Rule 10b-5 ,
Rule 11 ,
Sanctions ,
Scienter ,
Securities ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Whistleblowers
What is the most significant recent development in Delaware, from a litigation standpoint?
The most significant recent development impacting deal litigation in Delaware is the continuing evolution of the Corwin doctrine,...more
5/8/2017
/ Appraisal Rights ,
Board of Directors ,
Books & Records ,
Breach of Duty ,
Business Judgment Rule ,
Corwin Doctrine ,
DE Supreme Court ,
Delaware General Corporation Law ,
Exclusive Forum ,
Fiduciary Duty ,
Independent Director ,
Irrebuttable Presumptions ,
Mergers ,
Multidistrict Litigation ,
Section 220 Request ,
Shareholder Litigation ,
Shareholders ,
Standard of Review ,
Trulia
Significant changes in Delaware merger litigation and settlement practice in 2016, as well as noteworthy case law developments and trends, will continue to affect merger parties and litigants in 2017 and beyond....more
2/3/2017
/ Appraisal Rights ,
Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
Corporate Counsel ,
Delaware General Corporation Law ,
Disclosure-Based Settlements ,
Dismissals ,
Independent Directors ,
Merger Agreements ,
Mergers ,
Pleadings ,
Shareholder Litigation ,
Trulia
On June 16, 2016, Delaware Gov. Jack Markell signed into law amendments to the Delaware General Corporation Law (DGCL) described in our March 16, 2016, client alert. Among the amendments are changes to Section 262 to impose...more
6/20/2016
/ Appraisal Rights ,
Asset Purchaser ,
Board of Directors ,
Corporate Counsel ,
Delaware General Corporation Law ,
Mergers ,
New Amendments ,
Shareholder Rights ,
Shareholders ,
Short-Form Mergers ,
Stock Purchase Agreement ,
Tender Offers
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more
5/21/2016
/ Acquisitions ,
Aiding and Abetting ,
Board of Directors ,
Books & Records ,
Buyouts ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Plainly Material Standard ,
Pleadings ,
Securities Litigation ,
Shareholder Demands ,
Shareholder Litigation ,
Standard of Review
As previously discussed in Insights: The Delaware Edition, throughout the second half of 2015, the Delaware Court of Chancery began to question its long-standing practice of approving deal litigation settlements involving...more
5/21/2016
/ Acquisitions ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Forum Selection ,
Mergers ,
Mootness ,
Plainly Material Standard ,
Shareholder Litigation ,
Stock Deals ,
Supplemental Disclosures ,
Trulia ,
Zillow
On November 30, 2015, the Delaware Supreme Court issued a much-anticipated opinion in RBC Capital Markets, LLC v. Jervis, No. 140, 2015, 129 A.3d 816 (Del. 2015). The Supreme Court unanimously affirmed the Court of Chancery’s...more
5/19/2016
/ Aiding and Abetting ,
Appeals ,
Board of Directors ,
Breach of Duty ,
Burden of Proof ,
Controlling Stockholders ,
DE Supreme Court ,
Duty of Care ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Misleading Statements ,
Pleading Standards ,
Proxy Statements
We are pleased to share with you the inaugural issue of Insights: The Delaware Edition, a periodic publication addressing significant Delaware deal litigation and corporation law developments.
In This Issue:
- Q&A...more
10/23/2015
/ Aiding and Abetting ,
Appeals ,
Appraisal Rights ,
Board of Directors ,
Breach of Duty ,
Business Judgment Rule ,
Bylaws ,
C-Suite Executives ,
Controlling Stockholders ,
COOs ,
Corporate Governance ,
Corporate Officers ,
Damages ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Disclosure-Based Settlements ,
Dole Food ,
Due Care ,
Duty of Loyalty ,
Entire Fairness Standard ,
Fee-Shifting ,
Fiduciary Duty ,
Forum Selection ,
Fraud ,
Joint and Several Liability ,
Judicial Appointments ,
Mergers ,
Multidistrict Litigation ,
Principal Place of Business ,
Release Agreements ,
Remedies ,
Securities Litigation ,
Settlement ,
Shareholder Litigation ,
Special Committees ,
Standard of Review ,
State of Incorporation ,
Take-Private Transactions ,
Unfair Dealing
It has become almost axiomatic that when a public company merger is announced, stockholder litigation quickly follows. In recent years, some studies have indicated that more than 90 percent of transactions valued at more than...more
Yesterday, the Delaware Supreme Court issued a much-anticipated opinion addressing the continuous ownership requirement for stockholders in derivative lawsuits, derivative standing, and the fraud exception to the continuous...more