Searching Content indexed under Corporate/Commercial Law by Robert S. Faxon ordered by Published Date Descending.
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Delaware Supreme Court Endorses Deal Price In Statutory Appraisal Action
The decision makes clear that deal price is an appropriate indicator of fair value even where there is only one bidder.
United States
10 May 2019
Delaware Supreme Court Affirms Landmark MAE Ruling
The Delaware Supreme Court upholds a lower court's decision to allow Fresenius to sever its merger agreement with Akorn.
United States
20 Dec 2018
Delaware Court Of Chancery Finds Breach Of Fiduciary Duty In Activist-Induced Sale
A Delaware court recently found that a board breached its fiduciary duties by bowing to activist pressure and engaging in a sale rather than continuing the business as a going concern.
United States
1 Nov 2018
Delaware Chancery Court Finally Finds An MAE
The Situation: In a significant decision, a Delaware court found that a target company has suffered a material adverse effect ("MAE"), allowing a would-be buyer to abandon an announced merger.
United States
10 Oct 2018
Proxy Access Denied: Company Rejects Investor's Attempted Use Of Proxy Access Bylaw
Last month, an activist investor's attempt to nominate a director gave rise to two proxy access milestones...
United States
19 Dec 2016
Delaware Court Of Chancery Invalidates For-Cause Removal Requirement For Unclassified Boards Of Directors
Vice Chancellor Laster of the Delaware Court of Chancery invalidated provisions in a company's certificate of incorporation and bylaws that purported to limit the ability of stockholders to remove directors without cause.
United States
3 Feb 2016
Delaware Update: Chancellor Strine Proposes New Approach To Multijurisdictional Shareholder Litigation
A discussion on the article of Chancellor Leo E. Strine, Jr. of the Delaware Court of Chancery, which argues that place of incorporation should receive prominence in deciding where multijurisdictional shareholder litigation should proceed.
United States
14 Feb 2013
Delaware Update: LLC Managers Have Fiduciary Duties
In a recent decision, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery held that limited liability company managers are subject to "default" fiduciary duties under the Delaware Limited Liability Act.
United States
3 Jan 2013
Conflicts Of Interest Continue To Dominate In Recent M&A Litigation
In re Delphi Financial Group Shareholder Litigation is the second Delaware decision in as many weeks eschewing injunctive relief in favor of post-deal remedies in single-bidder transactions.
United States
19 Mar 2012
Delaware Supreme Court Reaffirms Disgorgement As Insider Trading Remedy
Disavowing recent Court of Chancery precedent, the Supreme Court of Delaware has held disgorgement to be an insider trading remedy, even where the corporation itself was not harmed. Kahn v. Kohlberg Kravis Roberts & Co., L.P., No. 436, 2010 (June 20, 2011).
United States
1 Jul 2011
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