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Delaware Supreme Court Addresses The Implied Covenant Of Good Faith And Fair Dealing
In a very recent Delaware Supreme Court decision, Dieckman v. Regency GP LLC, et al., the High Court reversed the Court of Chancery and upheld claims based upon breach of the implied covenant of good faith and fair dealing.
United States
30 Jan 2017
2
Delaware Supreme Court Addresses Whether "Holder" Claims Are Direct Or Derivative
A "holder" claim alleges that a plaintiff was wrongfully induced by a defendant, usually company management, to retain shares of stock, resulting in economic loss to the plaintiff.
United States
3 Jun 2016
3
Dell Inc. Appraisal – Technical Defect Dooms T. Rowe Petitioners
As a result, such shareholders failed to adhere to the "dissenting stockholder" requirement of 8 Del. C. Section 262.
United States
2 Jun 2016
4
Appraisal Of Dell Inc.: Discounted Cash Flow Methodology Utilized
Today, Vice Chancellor Laster issued a lengthy 114 page opinion in connection with the appraisal of shares of Dell Inc.
United States
2 Jun 2016
5
Mootness Benefit Calculated Post-Trulia
In the recent decision of Louisiana Municipal Employees' Retirement System v. Black the Delaware Court of Chancery awarded a mootness fee for disclosures and changes to deal protection measures in a failed merger.
United States
9 Mar 2016
6
Motion To Dismiss Section 205 Action Denied
Under Sections 204 and 205 actions of the DGCL, Delaware corporations may petition the Court of Chancery to ratify otherwise defective corporate actions.
United States
1 Feb 2016
7
Parties Bound By Third-Party Valuation Per Terms Of LLC Agreement
When an LLC agreement contains contractually negotiated methods for valuation of a member's stock upon its sale or repurchase by the company, what standard is utilized by the Court to challenge such valuation?
United States
25 Jan 2016
8
Derivative Settlement Rejected Because Of Unique Benefit Conferred Upon Named Plaintiff
The Court of Chancery recently issued an opinion which reflects the perils when conferring upon a named plaintiff to a derivative action benefits unique from the shareholder class.
United States
25 Jan 2016
9
Chancery Dismisses Defendant From Action
The recent decision of ESG Capital Partners II, L.P. v. Passport Special Opportunities Master Fund L.P., C.A. No. 11053-VCL (Dec. 16, 2015) involves the Court adjudication of defendants' motion to dismiss.
United States
22 Dec 2015
10
Supreme Court Affirms Chancery's Section 204 And 205 Rulings
The Court of Chancery thoroughly explained the basis for its conclusions as to Numoda Corp.‘s capital structure in its detailed opinion.
United States
2 Nov 2015
11
Section 273 Dissolution – 50/50 Stockholders Required
In a prior post, we discussed the dissolution of "joint venture" entities under 8 Del. C. Section 273, along with the requirement that such entities only have two 50/50 stockholders.
United States
2 Sep 2015
12
Section 273 Dissolution – Timing Of Requirement Of 50/50 Stockholders
Accordingly, simply because a joint venture corporation with two 50/50 stockholders was formed with more than two stockholders does not preclude the dissolution of such entity under Section 273.
United States
2 Sep 2015
13
Chancery Court Determines Fair Value Of Merger Shares Of Ancestry.com, Inc.
In prior posts, we discussed the methodology employed by the Court in determining the fair value of shares under a challenge to a merger under 8 Del. C. ง 262.
United States
2 Feb 2015
14
Valuation Methodologies In Appraisal Proceedings
If you believe that you have not been given fair value for your shares, you may want to consider petitioning the Court of Chancery to appraise your shares.
United States
6 Aug 2014
15
Delaware Statutory Dissolution Procedures: Potential Limitation Of Stockholder Liability
Section 282 of the Delaware General Corporation Law ("DGCL") provides for limitations on the potential liability of stockholders where the corporation has complied with the statutory dissolution requirements.
United States
1 May 2014
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