29 Jun, 2016 The Problem With Delaware Business Valuations By Morris James LLP A recent decision by the Delaware Court of Chancery has caused the defenders of all things corporate America wants from its courts to...
22 Jun, 2016 A Fun New Fact Pattern for Demand Futility By Morris James LLP The concept of demand futility, rooted in the fundamental elements of Delaware corporate law, has been present for decades. The demand...
15 Jun, 2016 Dell Decision Grants Claimants Fair Value Award Above Merger Price By P. Clarkson Collins Jr. Delaware Business Court Insider Delaware law has long made clear that the price established for a company in a market transaction, while...
14 Jun, 2016 Court of Chancery Requires SLC Member Be A “Director” By Morris James LLP Obeid v. Hogan, C.A. 11900-VCL (June 10, 2016) Under the famous Zapata decision, a board of directors may take control of a derivative...
08 Jun, 2016 What is Business Divorce? By Morris James LLP Most times, a business divorce is exactly what you think it is: a legal proceeding in which two or more business partners sever their...
08 Jun, 2016 When Do Inconsistent Contract Interpretations Preclude Reformation? By Morris James LLP In Underwriters at Lloyd's, London v. DynCorp, No. 5421-JJ (Del. Ch. Mar. 24, 2016), Underwriters at Lloyd's sought reformation of...
06 Jun, 2016 Is Appraisal Arbitrage Past Its Prime? By Morris James LLP Once again, some corporate lawyers are complaining that the Delaware courts are too good to stockholders or, more often, plaintiffs’...
02 Jun, 2016 Court Of Chancery Explains When Merger Price Not Is The Appraised Value By Albert J. Carroll In Re: Appraisal of Dell Inc., C.A. 9322-VCL (May 31, 2016) This decision explains when a price in a management lead buy out that is...
02 Jun, 2016 Court Of Chancery Lets New Board Review Complaint By Albert J. Carroll Park Employees and Retirement Board Employees’ Annuity and Benefit Fund of Chicago v. Smith, C.A. 11000-VCG (May 31, 2016) Normally it is...
01 Jun, 2016 Disregard of Speculative Financial Projections Was Not Bad Faith By Albert H. Manwaring IV Delaware Business Court Insider In a stockholder challenge to a sale of the company, a plaintiff may rebut the business judgment rule by...