Category Archives: Case

In re Appraisal of Dell Inc.: Eliminating the Tension Between a Share-Tracing Requirement and the Continuous Record Holder Requirement

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.

Does the Equitable Mootness Doctrine Apply to Appeals from Chapter 7 Liquidations?

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.

Section 141(k) Mandatory Prohibition of For-Cause Removal of a Declassified Board

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.

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One of These Things is Not Like the Other: Student Bar Loan Distinguished from Traditionally Nondischargeable Student Loan Debt

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.

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Applying Omnicare and Protecting Investors Under § 11 of the ‘33 Act

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.

EZCorp Deems Entire Fairness Standard Appropriate When Controlling Shareholder Receives Non-Ratable Benefits

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.

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In Re Trulia, Inc. Stockholder Litigation: End to Disclosure Settlements?

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.

The Impact of Obergefell on Employee Benefits in Delaware

On June 26, 2015, the landmark U.S. Supreme Court case Obergefell legalized same-sex marriage, but the impact of the decision on businesses and employee benefits has yet to be fully understood. In a blog post written for the Delaware Journal of Corporate Law, 3L Liz Miosi analyzes the implications of Obergefell on two Delaware businesses and how the decision will likely impact their employee benefits plans.

Read more at http://www.djcl.org/blog.

Delaware Supreme Court Finds Third-Party Advisor Liable for the Board’s Breach

In RBC Capital Markets, LLC v. Jervis, the Delaware Supreme Court held that a third-party financial advisor was liable for aiding and abetting a Board of Directors’ breach of fiduciary duties.  In a blog post written for the Delaware Journal of Corporate Law, DJCL staff member Michael Laukaitis explains that to be found liable for such conduct, third-party advisors must knowingly aid the board’s breach and may protect themselves by fully disclosing any possible conflicts to the board.

Read more at http://www.djcl.org/blog.

Fine-Tuning Revlon: The Consequence of Fair and Fully Informed Stockholder Votes

The recent Delaware Supreme Court decision of Corwin v. KKR Financial Holdings, LLC held that in the event of a fair and fully informed stockholder vote, a court will apply the business judgment standard instead of Revlon‘s increased scrutiny.  In a blog post written for the Delaware Journal of Corporate Law, DJCL staff member Nicholas Picollelli, Jr.  explains that because a conflict-free vote puts stockholders in the best position to evaluate a proposed transaction, heightened Revlon scrutiny is unnecessary.

Read more at http://www.djcl.org/blog.