Recent Posts

The Influence of Kahn v. M&F Worldwide Corp. in Going-Private Transactions
Posted on 24 Nov 2014 by Brian JM Quinn

In a sign that Delaware's approach to going-private transactions has some legs, an appellate court in NY recently applied the principles of Kahn v. M&F Worldwide Corp. (MFW) to a going private transaction, thereby aligning New York's law in... Read More

A Look at the Modern Business Judgment Rule
Posted on 18 Aug 2015 by Kevin M. LaCroix

Under time-honored standards, and as developed over time by Delaware’s court, the business judgment rule is, as is often stated, a “presumption that in making a business decision, the directors of a company have acted on an informed basis... Read More

Delaware Supreme Court Affirms Decision to Use Business Judgment Standard of Review in Controlling Stockholder Buyout
Posted on 17 Mar 2014 by Kevin F. Brady

Merger Conditioned Ab Initio on Two Procedural Protections: Majority of Minority Vote and Special Committee Approval Kahn v. M & F Worldwide Corp. , Del. Supr., No. 334, 2013 (March 14, 2014) [ an enhanced version of this opinion is available to... Read More

A Trio of Delaware Decisions Reaffirms Corporate Director Protections
Posted on 17 Nov 2015 by Kevin M. LaCroix

Because the vast majority of U.S. publicly traded companies are incorporated in Delaware, legal developments in Delaware have a particularly important impact on legal standards governing corporate conduct in the U.S. Delaware law is particularly influential... Read More