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The Delaware Supreme Court recently confirmed that the adoption of an exculpatory charter amendment does not require a class vote under the Delaware General Corporation Law ("DGCL")....more
The proposed 2023 amendments to the Delaware General Corporation Law (DGCL) approved by the Delaware State Bar Association are intended to address a number of practical issues facing corporations and their counsel and to...more
On June 28, 2021, the Delaware Supreme Court reversed a ruling of the Court of Chancery which found that an otherwise “entirely fair” transaction undertaken for an “inequitable purpose” did not trigger fiduciary liability for...more
On June 18, 2019, in Marchand v. Barnhill, the Delaware Supreme Court revived a stockholder derivative lawsuit against the directors of ice-cream manufacturer Blue Bell Creameries USA, Inc. The suit alleged breaches of the...more
A pair of recent decisions from the Delaware Supreme Court in connection with completed acquisitions of public companies emphasizes the importance of providing, before closing, proper disclosures to stockholders in order to...more
On December 14, the Delaware Supreme Court reversed a Chancery Court decision that had found the “fair value” of Dell shares in the 2013 MBO by Michael Dell and Silver Lake to be about 28% more than the final negotiated deal...more
In a long-awaited decision regarding Delaware’s appraisal statute, the Delaware Supreme Court ruled that in determining the fair value of a company, there is no presumption that the agreed upon transaction price is the fair...more
2016 saw many notable developments in corporate governance litigation and related regulatory developments. In this article, we discuss significant judicial and regulatory developments in the following areas: Mergers...more
A recent Delaware Chancery Court decision dismissing derivative fiduciary duty claims has significance for public companies with board members who are associated with venture capital firms. ...more