In Flood v. Synutra Int’l Inc., the Delaware Supreme Court clarified its holding in Kahn v. M&F Worldwide Corp. (“MFW”). ...more
On March 28, 2018, in In re Tesla Motors, Inc. Stockholder Litigation, the Delaware Court of Chancery denied a motion to dismiss a lawsuit brought by stockholders of Tesla Motors, Inc. (“Tesla” or the “Company”)....more
4/16/2018
/ Board of Directors ,
Breach of Duty ,
Business Litigation ,
Controlling Stockholders ,
Elon Musk ,
Entire Fairness Standard ,
Fiduciary Duty ,
Minority Shareholders ,
Motion to Dismiss ,
Popular ,
Shareholder Litigation ,
SolarCity ,
Tesla
In an October 1st decision (In re Zale Corporation), the Delaware Chancery Court dismissed claims that Zale Corporation’s directors breached their fiduciary duties in connection with Zale’s agreement to merge with Signet. ...more
10/14/2015
/ Acquisition Agreements ,
Aiding and Abetting ,
Bad Faith ,
Board of Directors ,
Breach of Duty ,
Conflicts of Interest ,
Controlling Stockholders ,
Disclosure Requirements ,
Duty of Care ,
Duty of Loyalty ,
Fiduciary Duty ,
Financial Adviser ,
Financial Institutions ,
Glass Lewis ,
Institutional Shareholder Services (ISS) ,
Merger Agreements ,
Merrill Lynch ,
Professional Liability ,
Proxy Advisors ,
Revlon Standard ,
Stocks
In an October 2, 2015 decision, Corwin, et al. v. KKR Financial Holdings LLC., et al., the Delaware Supreme Court clarified that once a merger closes, as long as it has been approved by a fully informed vote of the...more
10/6/2015
/ Board of Directors ,
Breach of Duty ,
Controlling Stockholders ,
DE Supreme Court ,
Fairness Standard ,
Fiduciary Duty ,
Financial Holding Company ,
Merger Agreements ,
Preliminary Injunctions ,
Revlon Standard ,
Shareholder Litigation ,
Stock-for-Stock Merger ,
Stockholder Agreements
In its August 27th post-trial opinion, In re Dole Food Co., Inc. Stockholder Litigation, the Delaware Chancery Court held Dole executives David Murdock and Michael Carter personally liable for $148 million in damages for...more
8/31/2015
/ Aiding and Abetting ,
Breach of Duty ,
Buy-Out Agreements ,
Controlling Stockholders ,
Corporate Counsel ,
Deutsche Bank ,
Dole Food ,
Fairness Standard ,
Fiduciary Duty ,
Financial Adviser ,
Independent Directors ,
Merger Agreements ,
MFW ,
Minority Shareholders ,
Popular ,
Private Offerings ,
Stocks
Delaware courts have increasingly shined a spotlight on what they consider to be conflicts of interest for sell-side financial advisors. On March 7th, the Delaware Chancery Court hit these conflicts with a laser beam. In a...more