Sorry, but there are no more tags available to filter with.
Wolfe and Pittenger on Privilege Ruling in Ryan v. Gifford

In Ryan v. Gifford * , 2007 Del Ch. LEXIS 168 (Nov. 30, 2007), the Delaware Court of Chancery examines the extent to which a plaintiff stockholder may gain access by way of discovery to purportedly privileged communications by and among the subject corporation, a Special Committee of the corporation's...

Wolfe and Pittenger On Revlon, Inc. and New Standard of Judicial Review

In this landmark decision, the Delaware Supreme Court established a new standard of judicial review applicable to a challenge by shareholders to the board's endorsement of a merger transaction once it has become inevitable that the company will be broken up or sold. In such a circumstance, the duty...

Wolfe and Pittenger on Disney and Good faith

In its June 8, 2006 opinion in In Re The Walt Disney Company Derivative Litigation , the Delaware Supreme Court affirmed the Delaware Court of Chancery’s determination that Disney’s directors had not breached their fiduciary duties in connection with the hiring or termination of Michael Ovitz...

Derivative Suits by LLC Members in New York: Tzolis v. Wolff

On February 14, 2008, the New York Court of Appeals held that members of limited liability companies ("LLC") may bring derivative suits on behalf of their LLCs, just as shareholders and partners may bring such suits on behalf of their corporations and limited partnerships respectively. The...

Loopholes Provide Activist Securityholders Unfair Advantages in Takeover Contests; How Targets Can Fight Back

In CSX v. Children's Fund Mgmt. (UK) LLP, a court struck down a target company's attempt to prevent activist hedge funds from voting their shares at the annual stockholders' meeting. With this decision, activist hedge funds obtained a favorable ruling, allowing greater shareholder leeway...

Perils of Ambiguous Advance Notice Provisions

In 2008, two companies suffered public battles from hedge funds that circumvented advance notice provisions. In Jana Master Fund, Ltd. v. CNET Networks, Inc. and and Levitt. Corp. v. Office Depot, Inc., the Delaware Chancery Court interpreted common advance notice provision language in favor of activist...

Corporate Minutes: Best Practices Create Best Evidence Part II: The Art of Preparing Minutes

Approaches to the drafting of minutes have varied widely over the years, with many advocating a short form, summary record of corporate actions taken, and others (the minority) preferring a lengthy, nearly verbatim transcript of the discussion. The better practice, supported by the Disney cases and others...

Godes on Sun-Times Media Group, Inc. v. Royal & SunAlliance Insurance Co.: The Superior Court of Delaware’s Decision Requiring the Advancement of Defense Costs Under Directors and Officers Insurance Policies

Originally posted on the LexisNexis Insurance Law Center In Sun-Times Media Group, Inc. v. Royal & SunAlliance Ins. Co. of Canada, the Delaware Superior Court considered insurers’ usual arguments as to why they should be able to refuse to advance defense costs, as they promised to do...

Enhanced Scrutiny in a Change of Control Scenario Under Lyondell

In the recently-decided Lyondell case, the Delaware Supreme Court examines what Revlon duties mean to independent, disinterested directors in a takeover situation, holding that such directors only breach their duty of loyalty if they utterly fail to attempt to obtain the best sale price. Excerpt...

Thompson and Schwartz on the Expansion of Delaware Revlon Jurisprudence under Paramount Communications, Inc. v. QVC Network, Inc.

The case of Paramount Communications, Inc. v. QVC Network, Inc. , 637 A.2d 34 (Del. 1994) clarified Delaware law regarding directors’ Revlon duties. In addition to providing background and explaining how QVC has served to expand upon the established jurisprudence of the time, the authors of this...

Thompson and Schwartz on In re Toys ‘R’ Us, Inc. Shareholder Litigation

Under In re Toys "R" Us, Inc. Shareholder Litigation , corporate directors must follow a reasonable process once their Revlon duties have been triggered. In this commentary, the authors discuss this decision by the Court of Chancery of Delaware, which held that while directors must take reasonable...

Tom, Reddy & Spaeth on "Entire Fairness" in Cede & Co.

The courts will use the standard of "entire fairness" to evaluate the decisions of a board where the plaintiff has rebutted the presumption of the business judgment rule by proving a breach of fiduciary duties. In this Analysis, Rosyln Tom, Neil T. Reddy, and Mr. Ed Spaeth discuss the ruling...