The Delaware Court of Chancery yesterday denied a Motion
to Dismiss a shareholder's demand for books and records of a company
based on DGCL Section
220. The Court ruled that the issue of whether this action was an attempt
to circumvent the stay...
On July 7, 2011, the Federal Trade Commission ("FTC") and
the Antitrust Division of the U.S. Department of Justice ("DOJ") announced
significant changes to the Hart-Scott-Rodino ("HSR") Premerger Notification
Rules and the...
Rodman & Renshaw Capital Group Inc. announced the
other day that two industry veterans will run the OTC Bulletin Board when
they take it over from the Financial Industry Regulatory Agency (FINRA). A few
tidbits come out of the release, since Rodman...
by Gary Larkin
I guess I was on to something last month when I blogged ( Proxy
Access Court Decision Fallout: Bank on More Proxy Contests) that there will
most certainly be an uptick in proxy contests and/or shareholder proposals
calling for proxy...
Francis G.X. Pileggi,
Member-in-Charge, Eckert Seamans Cherin & Mellott, LLC, Wilmington, DE,
provides expert insight on three recent decisions by the Delaware Court of
Chancery, including a denial by the court of a request for a TRO to halt the
In Roseton OL, LLC v. Dynegy Holdings
Inc., C.A. No. 6689-VCP (Del. Ch. July 29, 2011), read opinion here ,
the Delaware Court of Chancery refused to grant injunctive relief requested by
PSEG to block a restructuring by Dynegy that transferred assets...
Courts don't often grant requests to " pierce the corporate veil " - in other words, to
disregard the existence of a corporation and to hold a shareholder personally
liable for the corporation's debts - but in a recent Virginia case...
It wasn't even a verdict. Just a decision by New York
Federal Court Judge Lewis Kaplan in one Lehman failure cases Ernst & Young
is fighting. A decision to allow substantially all of the allegations against
Lehman executives and at least one...
According to an article
in the Wall Street Journal :
A lawsuit contending that Lehman Brothers Holdings Inc.'s
former officials, underwriters and auditors are responsible for investor losses
should go forward for the most part, a federal judge...
by Gary Larkin
I couldn't help but notice the similarities between the
accounting scandals of the late 1990s, early 2000s at Enron, Tyco and WorldCom
and the News Corp. phone hacking scandal that was brought to light this year.
True, the use...
In Frank v. Elgamal , C.A. No. 6120-VCN (Del. Ch.
July 28, 2011), read letter ruling here ,
the Delaware Court of Chancery deferred making a decision on an application for
interim fees in a class action challenging an acquisition.
by R. Samuel Snider, Erik L. Belenky and
Brooke E. Russ
Air Products' takeover bid for
Airgas was one of the most public and protracted contests for corporate control
in the history of Delaware jurisprudence. Airgas board's refusal to redeem...
In the Delaware Supreme Court's
review and analysis of whether a bylaw amendment accelerating the annual
stockholders' meeting and effectively truncated the term of a class of
directors was invalid based on its inconsistencies with the corporation's...
by Gary Larkin
Two things are almost certain following Friday's decision
by the U.S. Court of Appeals for the D.C. Circuit in the case challenging the
SEC's new proxy access rules: there definitely will be no proxy access for
Professor Samuel C.
Thompson, Jr., Professor of Law and Director of the Center for the
Study of Mergers & Acquisitions at the Pennsylvania State University School
of Law, has written an article that proposes a new single standard to
Among its myriad provisions, the Dodd-Frank Wall Street
Reform and Consumer Protection Act created Section 14A of the Securities
Exchange Act of 1934. This new section requires most public companies to
conduct a shareholder advisory vote on executive...
Unlike a standard S or C
corporation, B corporations exist to codify explicit commitments to social
responsibility (while still being a for-profit entity). Jack B. Siegel analyzes
and compares the state statutes currently in place, which nominally create...
Over the last several months I took some time to look at
several Corporate Governance concepts that I found confusing or inapt. I
heard from a lot of you and there was some interesting discussion. What
are we to make of it? So many of the foundational...
I have finally had the chance to actually sit and read
the SEC's vaunted "Investor Bulletin" on reverse mergers that came out last
month. In recent years these bulletins have been seen more often. One warning
folks about the retail foreign...
In Fuhlendorf v. Isilon Systems, Inc., C.A. No.
5772-VCN (Del. Ch. July 22, 2011), the Court of Chancery explains in this
letter ruling, available here , the
latest procedure used by the Court for the interim review of fees sought in
I would guess that most of you reading this story do not
share my love of the Tour de France. It can be a confusing mix of skinny guys,
tarted up with sponsors like a NASCAR racer, with hard to pronounce names,
following tactics unusual outside of...
With the temperatures reaching mind-bending levels, we
considered it advisable to stay inside, drink plenty of fluids, and limit our
exertions. So in lieu of a more elaborate post, we have simply noted some
mid-summer quick hits below.
by David Tate, Esq. ( Website )
-Act with integrity and honesty, and without
self-dealing, and require that of others.
-Act in the manner that you believe is best for the
company or organization and its shareholders, and require that...
Service Corporation of Westover Hills v.
Guzzetta , C.A. No. 2922-VCP (Del. Ch. July 21, 2011), read
opinion here .
The Delaware Supreme Court's remand decision in this case last year was
highlighted on this blog here.
The importance of this...
By David Lynn
One year ago today, President Obama signed into law the
Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Dodd-Frank
Act"). While the Dodd-Frank Act focuses principally on changes to the financial