Prof. Lawrence A. Hamermesh
Ruby R. Vale Professor of Corporate and Business Law

In a very interesting opinion on a matter of first impression, Vice Chancellor John Noble has indicated that the refusal of a board of directors to accept the resignation of a director who fails to obtain a majority vote under a “Pfizer-style” majority vote resignation policy is largely immune from judicial review. Continue reading Court of Chancery Deals a Blow to Use of “Pfizer Type” Majority Voting Policies as a Mechanism for Shareholder Activism →

In re NYMEX S’holders Litig., C.A. 3621-VCN, 2009 WL 3206051 (Del. Ch. Ct. Sept. 30, 2009).

A couple of noteworthy principles were touched on in an opinion dismissing a litany of shareholder claims regarding NYMEX’s approval of a merger with CME.  Primarily, the shareholders claimed they did not receive fair value for their shares. Continue reading Domineering Chairman, Derivative Claims, and More →

Smith v Horizon Lines, Inc., C.A. 4573-CC, 2009 WL 2913887 (Aug. 31, 2009).

The statute governing demands for inspection rights requires a beneficial owner who makes demand to provide proof of beneficial ownership. This decision explains what form that proof must take. An account statement that just has the owner’s last name and does not indicate the date of ownership is not good enough. Moreover, a sworn statement is not a proper substitute.

The United States Supreme Court has agreed to hear Jones v. Harris Associates, a case on executive pay.  The case is on manager’s fees in the mutual fund industry, but the holding will likely effect corporate governance in all industries.  Oral arguments are scheduled for November 2.

For coverage of the case see:
http://www.scotuswiki.com/index.php?title=Jones%2C_et_al.%2C_v._Harris_Associates (scotus wiki providing links to briefs and commentary)

http://busmovie.typepad.com/ideoblog/2009/09/more-on-paternalism-and-mutual-funds.html (Larry E. Ribstein’s coverage of commentary exchanged between several professors)