Delaware Supreme Court Affirms Use of Poison Pill to Reject Attempt to Gain Control of Barnes & Noble

On March 3, 2011, the Delaware Supreme Court issued a one-page decision affirming Vice Chancellor Strine's decision in Yucaipa American Alliance Fund II, L.P. v. Riggio, C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), dismissing claims of breach of fiduciary duties and finding that Barnes & Noble...

Delaware Supreme Court Affirms Decision as to Valuation of Preferred Stock Converted Before Merger

Holders of preferred stock ("Series C-1 preferred shareholders") appealed a decision from the Superior Court which found that the Series C-1 preferred shareholders were not entitled to a liquidation preference payout (estimated to be approximately $28.78 per share) because those shares ...