This decision is an excellent primer for what must be plead to state a claim under various sections of the federal securities laws. The pleadings rules to establish a claim well enough to avoid a motion to dismiss are...more
The current surge in stockholder activism raises the interesting question whether proxy contests should be conducted fairly. Should the protagonists only tell the truth in soliciting votes or may they act like some...more
First, the discovery cannot be of the very records the plaintiff seeks to obtain, for that will give him the relief he seeks before he proves his case. Second, it is often the case that the records are being sought for use in...more
After a spin–off of a subsidiary, there is a question as to whether the subsidiary’s stockholders have standing to bring a derivative suit on behalf of the subsidiary for past wrongs against the subsidiary committed by the...more
To obtain appraisal rights following a merger a stockholder needs to continuously hold her stock through the merger date. But as this decision holds (and is almost certain to be appealed as the Court has itself invited),...more
First, it explains the reasoning behind the percentages awarded in fees of the recovery won by a successful plaintiff firm. Second, it instructs counsel on how to present their fee request, particularly with respect to the...more
This decision will be remembered for the very large fee it awarded to some very entrepreneurial lawyers who risked their all to win a big case.
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This important Supreme Court decision clarifies when independent, disinterested directors may be dismissed from litigation, even when an interested transaction is under attack. When the complaint only alleges a breach of the...more
This decision explains what notice is required when a representative litigation is to be dismissed as moot and a fee paid to the plaintiff’s attorneys. Notice should be given to the class or the other stockholders in the way...more
Whether drag-along rights can preclude an appraisal action for common stock has not been decided in Delaware. Here, because the merger was completed before the drag-along rights were asserted, the Court did not have to...more
Business lawyers frequently face mistakes their clients make in documenting what they want to accomplish in terms of corporate actions, such as issuing stock. Clients will ask for advice years after they have delivered stock...more
The Court of Chancery has again declined to dismiss a class action without notice to the class that the plaintiff’s attorney is to be paid a so-called “mootness fee.” ...more
A fairly new litigation development is the subject of two Delaware Court of Chancery decisions issued on the same day. Both In re Appraisal of Ancestry.com, Consol. C.A. No. 8173-VCG (Jan. 5, 2015), and Merion Capital v. BMC...more
Merion Capital LP v. BMC Software, Inc., C.A. 8900-VCG (January 5, 2015) and In Re Appraisal Of Ancestry.com Inc., C.A. 8173-VCG (January 5, 2015) both deal with appraisal arbitrage and resolve who is entitled to file an...more