On March 28, 2024, the Council of the Corporation Law Section of the Delaware State Bar Association (DSBA) approved proposed amendments to the Delaware General Corporation Law (DGCL) in order to align the DGCL’s provisions...more
4/8/2024
/ Acquisitions ,
Board of Directors ,
Capital Markets ,
Corporate Governance ,
Delaware General Corporation Law ,
General Assembly ,
Merger Agreements ,
Mergers ,
Proposed Amendments ,
Shareholders ,
Shareholders' Agreements ,
State Bar Associations ,
State Legislatures
In October 2023, Chancellor Kathaleen St. J. McCormick of the Court of Chancery addressed an issue of first impression in Crispo v. Musk, C.A. No 2022-0666-KSJM, holding that “a provision purporting to define a target...more
Board minutes are an essential part of a company’s internal record keeping. But they are more than a routine, formal exercise. They also play a pivotal role in stockholder litigation. As a contemporaneous record, plaintiff...more
The Delaware Supreme Court recently issued its highly anticipated decision in the Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. appraisal action. In a per curiam opinion, the Supreme Court reversed the Delaware...more
5/10/2019
/ Acquisitions ,
Appeals ,
Appraisal ,
Business Valuations ,
DE Supreme Court ,
Deal Price ,
Fair Market Value ,
Market Price ,
Mergers ,
Publicly-Traded Companies ,
Reversal ,
Synergies
Chelsea Therapeutics: Post-Closing Bad Faith Claim a ‘Rare Bird’ in Delaware Absent Allegations of Self-Interestedness or Lack of Independence -
In In re Chelsea Therapeutics International LTD Stockholders Litigation,...more
11/18/2016
/ Acquisitions ,
Bad Faith ,
Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
Dismissals ,
Duty of Loyalty ,
Failure To Disclose ,
Financial Adviser ,
Going-Private Transactions ,
Life Sciences ,
Mergers ,
Minority Shareholders ,
Motion to Dismiss ,
Pharmaceutical Industry ,
Pleadings ,
Preliminary Injunctions ,
Proxy Statements ,
Sale of Assets ,
Shareholder Litigation ,
Special Committees