Corporate

Recent Posts

Martin Marietta and Vulcan in Delaware
Posted on 29 Feb 2012 by Brian JM Quinn

Steven Davidoff previously did a very good overview of the issues facing Martin Marietta. I just want to add something to the discussion of the current legal battle in Delaware . Wait a minute ... what's a Maryland company seeking to take over a... Read More

Delaware Court of Chancery Agrees with Fiat on Formula to Buy Chrysler Shares
Posted on 31 Jul 2013 by Francis G.X. Pileggi

Fiat North America, LLC v. UAW Retiree Medical Benefits Trust , C.A. No. 7903-VCP (Del. Ch. July 30, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed : How to interpret the formula in the call option... Read More

Delaware Court of Chancery Allows Some Claims to Proceed in Connection with Merger
Posted on 16 Apr 2014 by Francis G.X. Pileggi

Chen v. Howard-Anderson , C.A. No. 5878-VCL (Del. Ch. April 8, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Why this Case is Noteworthy : This Delaware Court of Chancery opinion addresses the standard of review... Read More

GMI Report: Airgas Decision Could Impact Small-, Mid-Cap Companies More
Posted on 12 Apr 2011 by Gary Larkin

A recent report by GovernanceMetrics International Research Associate Beth Young on the Airgas poison pill decision expounds upon a point we made in our Director Notes report, Poison Pills in 2011 , in that the small and mid-cap companies are relying... Read More

Bebchuk on Airgas
Posted on 10 Mar 2011 by Brian JM Quinn

Don't like the Airgas decision? Maybe you're with Chancellor Chandler in thinking that Interco wasn't all that bad - that fully-informed stockholders should have the right to decide whether or not to accept an offer. That's not the... Read More

Delaware Court of Chancery Denies Motion to Dismiss and Describes Measure of Damages for Stockholder Denied Shares
Posted on 29 Oct 2014 by Francis G.X. Pileggi

Mehta v. Smurfit-Stone Container Corp . , C.A. No. 6891-VCL (Del. Ch. Oct. 20, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This case is noteworthy for its description of the measure of damages that are potentially... Read More

LexisNexis Corporate and Commercial Insights: Francis Pileggi on "Poison Pills"
Posted on 21 Mar 2011 by Corporate and Securities Law Community Staff

On this edition of LexisNexis Corporate and Commercial Insights, Francis G.X. Pileggi of Fox Rothschild LLP discusses recent Delaware court cases upholding "poison pills" or shareholders' rights plans in hostile takeover cases. (Please... Read More

Chancery Denies Motion to Dismiss Claims for Breach of Fiduciary Duty in Connection with Merger
Posted on 4 Apr 2012 by Francis G.X. Pileggi

Frank v. Elgamal , C.A. No. 6120-VCN (Del. Ch. March 30, 2012). See summary of prior Chancery decision in this matter highlighted on these pages . Issue Addressed Whether it was premature to rule on a fiduciary duty claim based on the entire... Read More