Category Archives: Case

In re OM Group, Inc. Stockholders Litigation: The Value of a Vote

In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member Caneel Radinson-Blasucci discusses the Delaware Court of Chancery’s opinion in In re OM Group, Inc. Stockholders Litigation (“OMG”), which addressed an interesting wrinkle in determining the appropriate standard of review for assessing stockholder’s fiduciary duty claims regarding directors’ conduct in negotiating and closing corporate transactions.

Read Caneel’s post on the DJCL Blog.

Post-Close Disclosure Claims in Nguyen v. Barrett

In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member John Brady discusses the Delaware Court of Chancery’s decision in Nguyen v. Barrett which deals with post-close claims of breach of fiduciary duty and improper/partial disclosure arising out of a merger agreement, and how the Court’s discussion provides a useful summary of the pleading requirements for both pre- and post-claim disclosure violations.

Read John’s post on the DJCL Blog.

Genuine Parts Requires Genuine Jurisdiction: Protecting Our Economy Through Constitutional Principles

In a blog post written for the Delaware Journal of Corporate Law, Brittany Giusini discusses the Delaware Supreme Court’s recent opinion in Genuine Parts Co. v. Cepec and how the decision gives clarity to long-standing personal jurisdiction principles by acknowledging that an unfettered exercise of judicial power over businesses creates constitutional and economic concerns.

Read Brittany’s post on the DJCL Blog.

Annual Review of Key Delaware Corporate and Commercial Decisions

In a blog post written for the Delaware Journal of Corporate Law, Francis Pileggi, graduate of Widener University Delaware Law School, former Internal Managing Editor of the Delaware Journal of Corporate Law, and presently the managing member of the Wilmington, Delaware office of Eckert Seamans Cherin & Mellot, LLC, provides his twelfth annual list of key Delaware corporate and commercial decisions by selecting and reviewing eleven cases he considers to be of widespread interest to those who engage in corporate and commercial litigation in Delaware, or to those who follow the latest developments in this area of law.

Read Mr. Pileggi’s post on the DJCL Blog.

Rebutting Fairness in Business: A Look at In Re Books-A-Million

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.

The Chancery Court Strictly Adheres to the Proper Purpose Requirement in 220 Actions in Two Recent Decisions

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 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.

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