Category Archives: Delaware

2018 Amendments to Section 262 of the DGCL

In a blog post written for the Delaware Journal of Corporate Law, DJCL Editor-in-Chief, Zachary J. Schnapp, discusses recent statutory amendments to Section 262 of Delaware’s General Corporation Law.  The 2018 amendments rectify inconsistencies with how appraisal rights are applied to intermediate-form mergers pursuant to Section 251(h). These sections now comport with how practitioners have understood and interpreted Section 262 in context of minority appraisal rights associated with long-form mergers prior to the implementation of the recent amendments.

Read Zak’s post on the DJCL Blog.

The Materiality of Opinions: Appel v. Berkman

In a blog post written for the Delaware Journal of Corporate Law, DJCL Staff Member, Colleen Degnan, discusses Appel v. Berkman, No. 316, 2017 (Del. Feb. 20, 2018) in which the Delaware Supreme Court reversed the Delaware Court of Chancery’s dismissal of a stockholder challenge to a two-step merger transaction.  Plaintiff stockholders challenged the merger, claiming that they were misled by the proxy statement, which failed to disclose the Chairman’s views regarding the timing of selling the company.  The Delaware Supreme Court concluded that the omission of the Chairman’s opinions from the 14D-9 proxy statement was materially misleading to stockholders when deciding to vote for the merger or to seek appraisal.

Read Colleen’s post on the DJCL Blog.

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, DJCL Staff Member, 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.

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.

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.

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.

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