In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member Lindsay Killian discusses the Delaware Court of Chancery’s recent decision in In Re Books-A-Million, Inc. Stockholders Litigation (“BAM”), in which the Court addressed a basis for challenging a shift from entire fairness review to the business judgment rule that the Delaware Supreme Court did not contemplate in Kahn v. M&F Worldwide (“MFW”).
Read Lindsay’s post on the DJCL Blog.
In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member Katelyn Tuoni discusses two Delaware Court of Chancery’s decisions that focus on the substantive sufficiency of books and records demands in regards to Section 220’s proper purpose requirement.
Read Katelyn’s post on the DJCL Blog.
In a blog post written for the Delaware Journal of Corporate Law, DJCL Articles Editor Jason Rigby discusses the Delaware Court of Chancery’s recent decision in Grand Acquisition, LLC v. Passco Indian Springs DST.
Read Jason’s post on the DJCL Blog.
In a blog post written for the Delaware Journal of Corporate Law, DJCL Articles Editor Ashley Callaway discusses a resolution to the tension between the Continuous Holder Requirement and the 262 requirement that the shareholders voted not in favor of the merger.
Read more at http://www.djcl.org/blog.
In a blog post written for the Delaware Journal of Corporate Law, DJCL Articles Editor Jennifer Penberthy Buckley discusses In re Nica, from the United States Court of Appeals for the Eleventh Circuit, which assessed an equitable mootness claim in the context of an appeal from a Chapter 7 liquidation. Given the traditional use of equitable mootness in the context of an appeal from confirmation of a Chapter 11 plan, the Court acknowledged that the applicability of equitable mootness to Chapter 7 appeals is questionable. This post briefly examines the policy justifications for the equitable mootness doctrine and argues that it could apply to Chapter 7 appeals in some cases.
Read more at http://www.djcl.org/blog.
In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member Kendra Rodwell discusses the Delaware Court of Chancery ruling that Delaware corporations with provisions in their corporation’s bylaws and charters directly conflicting with Delaware law would be stuck down. In In re Vaalco Energy Shareholder Litigation, the Court of Chancery was asked to determine whether the Vaalco Energy’s provision that made directors of a non-classified board removable only for cause was valid in light of DJCL section 141(k) that required non-classified boards to be removed without cause.
Read more at http://www.djcl.org/blog.
In a blog post written for the Delaware Journal of Corporate Law, DJCL Articles Editor Kaitlin E. Maloney analyzes a recent decision from the U.S. Bankruptcy Court for the Eastern District of New York. In Campbell v. Citibank, the court distinguished a law school graduate’s bar loan from other nondischargeable student loan debt, and ruled that the bar loan was dischargeable in bankruptcy. Though some believe that this will discourage lending institutions from extending bar loans to law students, Kaitlin argues that is unlikely due to the relatively low risk these loans present to lenders.
Read more at http://www.djcl.org/blog.
In a blog post written for the Delaware Journal of Corporate Law, DJCL Senior Staff Member Nicholas D. Picollelli, Jr. discusses how the Second Circuit’s recent decision in Tongue v. Sanofi is the most recent attempt to apply the U.S. Supreme Court’s Omnicare standard regarding § 11 of the Securities Act of 1933. Under specific circumstances, Omnicare expands § 11 liability to include omissions of fact relating to statements of opinion in a registration statement. The Omnicare standard and the Second Circuit’s application present issuers with a unique choice – costly drafting fees or potentially extravagant litigation.
Read more at http://www.djcl.org/blog.
In In re EZCorp, the Court of Chancery grappled with the appropriate standard of review for business transactions between a company and a controlling shareholder. In a blog post written for the Delaware Journal of Corporate Law, DJCL Senior Staff member Helene Episcopo explains that the court determined that the entire fairness standard of review was appropriate, and that it declined to apply Aronson beyond the demand futility context.
Read more at http://www.djcl.org/blog.
In a blog post written for the Delaware Journal of Corporate Law, DJCL Senior Staff Member Erin Rogers discusses the Court of Chancery’s recent decision in In Re Trulia, Inc. Stockholder Litigation, and the effect decision will have on the future quantity of disclosure settlements and merger related litigation. She argues that while the heightened standard for disclosure settlements set out in Trulia will certainly decrease the number of disclosure settlements and decrease the amount of merger related litigation, the extent of the decrease will depend on a number of factors discussed in the article.
Read more at http://www.djcl.org/blog.