Category Archives: Corporate Law

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.

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.

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.

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.

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

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.