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
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
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
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, 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