Court of Chancery rejects claim that certificate of incorporation of a Delaware corporation requires supermajority vote for conversion to a Nevada corporation.
Court holds that certificate provision requiring...more
The Delaware Court of Chancery issued an order in Palkon v. Maffei on February 20, 2024, holding that a decision by the boards of directors and the controller of TripAdvisor, Inc. (“TripAdvisor”) and Liberty TripAdvisor...more
5/14/2024
/ Appeals ,
Board of Directors ,
Commercial Litigation ,
Controlling Stockholders ,
Corporate Governance ,
DE Supreme Court ,
Delaware General Corporation Law ,
Incorporation ,
Interlocutory Orders ,
Motion to Dismiss ,
Shareholder Litigation
Delaware Supreme Court rejects attempt to limit MFW to controller buyout transactions.
Supreme Court instead holds that all of MFW’s requirements for shifting the standard of review from entire fairness to business...more
In a landmark decision, In re Sears Hometown & Outlet Stores, Inc. Stockholder Litigation,1 the Delaware Court of Chancery held that a controlling stockholder did not breach his fiduciary duties when he amended company bylaws...more
The past year saw significant developments in the Delaware courts for books and records inspection demands pursuant to Section 220.
In a first-of-its-kind decision, the Court rejected an inspection demand as lacking a...more
The Delaware Court of Chancery penned the latest chapter, on June 30, 2023, in a long-running dispute concerning TC Energy Corporation’s (“TransCanada”) July 2016 acquisition of Columbia Pipeline Group (“Columbia”), holding...more
7/26/2023
/ Acquisitions ,
Aiding and Abetting ,
Breach of Duty ,
Corporate Counsel ,
Damages ,
Fiduciary Duty ,
Mergers ,
Proxy Statements ,
Publicly-Traded Companies ,
Shareholder Litigation ,
TransCanada
The Delaware Supreme Court affirms the Court of Chancery’s determination that Tesla’s acquisition of SolarCity was the result of fair dealing, reflected a fair price, and was entirely fair—even when the process was...more
MFW protects controlling-stockholder transactions even when a third-party bidder makes a competing bid that is superior to a negotiated merger with the controller.
A special committee will likely satisfy the duty of care...more
In the recent decision of Flood v. Synutra International, Inc., a divided Delaware Supreme Court affirmed the Court of Chancery’s dismissal of a challenge to a controlling stockholder’s take-private transaction. The Court in...more
10/24/2018
/ Appeals ,
Board of Directors ,
Business Judgment Rule ,
Controlling Stockholders ,
DE Supreme Court ,
Due Diligence ,
Mergers ,
MFW ,
Minority Shareholders ,
Reaffirmation ,
Take-Private Transactions
The U.S. Securities and Exchange Commission and a group of activist investors settled claims that the group failed to adequately disclose information during campaigns to exert influence over public companies....more
Recent developments, including the U.S. Securities and Exchange Commission settlement with CVR Energy and related SEC Staff guidance, reinforce a trend towards more extensive disclosure of financial advisor fees in M&A...more
3/4/2017
/ Acquisitions ,
Board of Directors ,
Cease and Desist Orders ,
Conflicts of Interest ,
Delaware General Corporation Law ,
Disclosure ,
Enforcement Actions ,
Fees ,
Financial Adviser ,
Mergers ,
Schedule 14D-9 ,
Securities and Exchange Commission (SEC) ,
Shareholders ,
Tender Offers
The U.S. Securities and Exchange Commission and drugmaker Allergan settled claims that Allergan failed to disclose negotiations with third parties following the announcement of a hostile tender offer by Valeant and co-bidder...more
1/23/2017
/ Acquisitions ,
Allergan Inc ,
Cease and Desist ,
Civil Monetary Penalty ,
Corporate Counsel ,
Disclosure Requirements ,
Enforcement Actions ,
Failure To Disclose ,
Hostile Takeover ,
Mergers ,
Negotiations ,
Pharmaceutical Industry ,
Popular ,
Publicly-Traded Companies ,
Schedule 14D-9 ,
Securities and Exchange Commission (SEC) ,
Shareholder Rights ,
Tender Offers
The U.S. Securities and Exchange Commission, in a 2-1 vote1, proposed amendments on October 26, 2016 to the proxy rules that would require public companies to include director candidates nominated by a dissident shareholder...more