This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between July and October 2020.
Class Certification
- Cryptocurrency – Definition of a Security
- Derivative...more
12/11/2020
/ Breach of Duty ,
Class Action ,
Class Certification ,
Cryptocurrency ,
Department of Justice (DOJ) ,
Derivative Suit ,
EBITDA ,
Enforcement Actions ,
Excessive Fees ,
Fiduciary Duty ,
Insider Trading ,
Investment Company Act of 1940 ,
Loss Causation ,
Material Misrepresentation ,
Material Misstatements ,
Mergers ,
Pleading Standards ,
PSLRA ,
Securities and Exchange Commission (SEC) ,
Securities Fraud ,
Securities Litigation ,
Standing ,
Whistleblowers
This quarter’s issue includes summaries and associated court opinions of selected cases principally decided between February and June 2020....more
8/27/2020
/ Arbitration Agreements ,
Best Interest Standard ,
Board of Directors ,
Bylaws ,
Corporate Counsel ,
Corwin Doctrine ,
Derivative Suit ,
Fiduciary Duty ,
Forum Selection ,
Investment Advisers Act of 1940 ,
Judicial Notice ,
Loss Causation ,
Material Misstatements ,
Mergers ,
MFW ,
Omissions ,
Pleading Standards ,
PLSRA ,
Scienter ,
Securities Fraud ,
Securities Litigation ,
Settlement ,
Short-Swing Trading ,
Summary Judgment
In recent decisions, the Delaware Court of Chancery continued to follow the Delaware Supreme Court’s mandate from Aruba, Dell and DFC to rely on market-based metrics, when available, to determine fair value in appraisal...more
This issue includes summaries and associated court opinions of selected cases principally decided between October 2019 and January 2020. ...more
4/6/2020
/ Aiding and Abetting ,
Books & Records ,
Breach of Duty ,
Bylaws ,
CEOs ,
Civil Liability ,
Collateral Estoppel ,
Criminal Convictions ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Dismissals ,
Enforcement Actions ,
Exchange-Traded Products ,
False Statements ,
Federal Pleading Requirements ,
Fiduciary Duty ,
Initial Public Offering (IPO) ,
Injunctions ,
Investment Adviser ,
Item 303 ,
Lack of Particularity ,
Mergers ,
Misleading Statements ,
Misrepresentation ,
Notice Requirements ,
Price-Fixing ,
PSLRA ,
Pyramid Schemes ,
Registration Statement ,
RICO ,
Scienter ,
Scope of Discovery Requests ,
Section 11 ,
Section 220 Request ,
Securities and Exchange Commission (SEC) ,
Securities Exchange Act ,
Securities Fraud ,
Securities Litigation ,
Securities Violations ,
Shareholder Litigation ,
Shareholder Votes ,
Summary Judgment
The Delaware Supreme Court recently issued its highly anticipated decision in the Verition Partners Master Fund Ltd. v. Aruba Networks, Inc. appraisal action. In a per curiam opinion, the Supreme Court reversed the Delaware...more
5/10/2019
/ Acquisitions ,
Appeals ,
Appraisal ,
Business Valuations ,
DE Supreme Court ,
Deal Price ,
Fair Market Value ,
Market Price ,
Mergers ,
Publicly-Traded Companies ,
Reversal ,
Synergies
On February 20, 2019, Skadden held a webinar titled “2019 M&A and Corporate Litigation Trends.” The panelists were litigation partner and Delaware litigation practice leader Edward Micheletti and litigation counsel Jenness...more
3/1/2019
/ Acquisitions ,
Appraisal Rights ,
Books & Records ,
Business Judgment Rule ,
Bylaws ,
Controlling Stockholders ,
Corporate Counsel ,
Corwin Doctrine ,
DE Supreme Court ,
Defense Strategies ,
Delaware General Corporation Law ,
Disclosure Requirements ,
Entire Fairness Standard ,
Forum Selection ,
Mergers ,
MFW ,
Minority Shareholders ,
Motion to Dismiss ,
Popular ,
Ratification ,
Reversal ,
Section 220 Request ,
Securities Act of 1933 ,
Shareholder Demands ,
Shareholders ,
Standard of Review
As discussed in an earlier edition of Insights: The Delaware Edition, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) provide methods for Delaware corporations to unilaterally ratify defective corporate...more
11/30/2018
/ Board of Directors ,
Consent ,
Defective Corporate Acts ,
Delaware General Corporation Law ,
Judicial Review ,
Majority Shareholders ,
Mergers ,
Ratification ,
Reverse Stock Splits ,
Revocation ,
Section 204 ,
Section 205 ,
Self-Interest ,
Shareholder Approval ,
Shareholder Rights ,
Shareholder Votes ,
Stock Issuance ,
Technical Errors
Over the last few years, three notable Delaware cases — C&J Energy, Corwin and Trulia — have paved the way for a dramatic shift in the deal litigation landscape. In C&J Energy Services, Inc. v. City of Miami General...more
5/29/2018
/ Acquisitions ,
Appraisal ,
Breach of Duty ,
Corporate Counsel ,
Corwin Doctrine ,
Damages ,
DE Supreme Court ,
Discovery ,
Injunctions ,
Mergers ,
Mootness ,
Section 220 Request ,
Securities Litigation ,
Settlement Negotiations ,
Shareholders ,
Trulia
Over the past two years, the deal litigation landscape has changed dramatically. In early 2016, the Delaware Court of Chancery announced a new rule for evaluating disclosure-based settlements in deal litigation — the “plainly...more
11/27/2017
/ Acquisitions ,
Choice-of-Law ,
Corporate Counsel ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Forum Selection ,
Mergers ,
Mootness ,
Non-GAAP Financial Measures ,
Plainly Material Standard ,
Securities and Exchange Commission (SEC) ,
Shareholder Litigation ,
Standard of Review ,
Trulia
Since they became effective in 2014, Sections 204 and 205 of the Delaware General Corporation Law (DGCL) have provided mechanisms for a corporation to unilaterally ratify defective corporate acts or seek relief from the Court...more
This issue focuses on important, developing areas of Delaware corporation law and deal litigation, including the Court of Chancery’s clarification of its evolving views about disclosure-based deal litigation settlements;...more
5/21/2016
/ Acquisitions ,
Aiding and Abetting ,
Board of Directors ,
Books & Records ,
Buyouts ,
Controlling Stockholders ,
DE Supreme Court ,
Demand Futility ,
Derivative Suit ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Financial Adviser ,
Mergers ,
Plainly Material Standard ,
Pleadings ,
Securities Litigation ,
Shareholder Demands ,
Shareholder Litigation ,
Standard of Review
As previously discussed in Insights: The Delaware Edition, throughout the second half of 2015, the Delaware Court of Chancery began to question its long-standing practice of approving deal litigation settlements involving...more
5/21/2016
/ Acquisitions ,
Disclosure-Based Settlements ,
Fiduciary Duty ,
Forum Selection ,
Mergers ,
Mootness ,
Plainly Material Standard ,
Shareholder Litigation ,
Stock Deals ,
Supplemental Disclosures ,
Trulia ,
Zillow