This issue covers important, developing areas of Delaware corporation law and deal litigation, including an increased focus on officer-related actions in merger litigation, the treatment of Caremark claims after Marchand and...more
Recently, Delaware corporations faced with demands for books and records under 8 Del. C. § 220 have increasingly been forced to contend with demands for electronic communications, such as emails. Historically, the Delaware...more
5/11/2019
/ Appeals ,
Board of Directors ,
Books & Records ,
Burden of Proof ,
Corporate Misconduct ,
DE Supreme Court ,
Delaware General Corporation Law ,
Directors ,
Discovery ,
Electronic Communications ,
Email ,
Inspection Rights ,
Judicial Discretion ,
Mergers ,
Preponderance of the Evidence ,
Reversal ,
Section 220 Request ,
Shareholders
The Delaware Supreme Court’s seminal decision in Kahn v. M&F Worldwide Corporation (MFW) offers a pathway for having challenges to controlling stockholder “squeeze-out” mergers reviewed under the highly deferential business...more
11/29/2018
/ Breach of Duty ,
Business Judgment Rule ,
Controlling Stockholders ,
DE Supreme Court ,
Entire Fairness Standard ,
Fiduciary Duty ,
Mergers ,
MFW ,
Minority Shareholders ,
Special Committees ,
Squeeze-Out Mergers ,
Standard of Review ,
Stock-for-Stock Merger ,
Third-Party ,
Void ab initio ,
Voting Requirements