Corporate

Recent Posts

Delaware Court of Chancery Awards Damages Related to Intentionally Low Valuation
Posted on 30 Jul 2015 by Francis G.X. Pileggi

The Delaware Court of Chancery’s opinion in Fox v. CDx Holdings, Inc. , C.A. No. 8031-VCL (Del. Ch. July 28, 2015), addresses a complex set of facts relating to the liability resulting from the intentionally inaccurate valuation of a spin-off in... Read More

Delaware Court of Chancery Allows Claims Against Ron Burkle in Challenged Transaction
Posted on 13 Feb 2014 by Francis G.X. Pileggi

OTK Associates, LLC v. Friedman , C.A. No. 8447-VCL (Del. Ch. Feb. 5, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. A few takeaways from this Court of Chancery opinion involving a challenged recapitalization of... Read More

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

When the Business Judgment Rule Isn't Available to Protect Directors
Posted on 16 Jul 2013 by Kevin M. LaCroix

A recurring issue in the litigation the FDIC has filed against the directors and officers of failed banks is the question of whether or not officers – as opposed to directors – can rely on the business judgment rule as a defense under applicable... 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

Failed NC Bank Execs Granted Summary Judgment on All FDIC Claims
Posted on 16 Sep 2014 by Kevin M. LaCroix

On September 11, 2014, in a sharply worded order that will give heart to the FDIC’s many other failed bank litigation targets, Eastern District of North Carolina Judge Terrence Boyle, applying North Carolina law, granted the summary judgment motion... Read More

Dismissal Denied for Disinterested Directors When Entire Fairness Applies to Transaction
Posted on 15 Sep 2014 by Francis G.X. Pileggi

In re Cornerstone Therapeutics Inc. Stockholders Litigation, Cons. C.A. No. 8922-VCG (Del. Ch. Sept. 10, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Chancery decision is noteworthy for its analysis of the... Read More

Dole CEO Looking for BJR
Posted on 11 Jun 2013 by Brian JM Quinn

So it looks like David Murdock, Dole's CEO and 40% shareholder, is putting in an offer to take Dole Foods private at $12/share . According to the WSJ , this offer is subject to two conditions: 1) that a majority of the disinterested directors approve... Read More

Delaware Court of Chancery Dismisses Claim of Excessive Compensation
Posted on 7 Jul 2015 by Francis G.X. Pileggi

Friedman v. Dolan, C.A. No. 9425-VCN (Del. Ch. June 30, 2015), is a Delaware Court of Chancery decision that should be read by anyone who thinks they should be able to challenge allegedly excessive compensation packages granted to members of a family... Read More

Corporate Officers Held Not Entitled to Business Judgment Rule Protection Under California Law
Posted on 16 Dec 2011 by Kevin M. LaCroix

A federal court has denied the motion of former IndyMac CEO Matthew Perry to dismiss the action that the FDIC, as the failed bank's receiver, had filed against him. In a December 13, 2011 order ( here ), Central District of California Judge Otis... Read More

Revlon's High Bar
Posted on 11 Jul 2014 by Brian JM Quinn

You know the drill. A merger is announced and immediately a number of lawsuits are filed. Of course, they allege Revlon duties, yada yada… But what does it take for one of these typical Revlon claims to survive a motion to dismiss? A lot. In Dent... Read More

Delaware Court of Chancery Dismisses Challenge to Board Decision to Settle Claims
Posted on 21 Oct 2015 by Francis G.X. Pileggi

In Shaev v. Adkerson , C.A. No. 10436-VCN (Del. Ch. Oct. 5, 2015), the Delaware Court of Chancery dismissed claims for breach of fiduciary duty including the disclosure obligations of the board which granted stock units valued at approximately $35 million... Read More

Georgia Supreme Court Affirms, Elucidates Business Judgment Rule – and Its Limitations
Posted on 14 Jul 2014 by Kevin M. LaCroix

A recurring issue in FDIC litigation against the former directors and officers of failed banks has been whether the business judgment rule insulates the defendants from claims of ordinary negligence. This question has been particularly important in Georgia... Read More