LexisNexis® Legal Newsroom
Bebchuk on Airgas

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 present law. But argues Prof. Bebchuk argues in today's...

LexisNexis Corporate and Commercial Insights: Francis Pileggi on "Poison Pills"

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 visit the site to view this video)

GMI Report: Airgas Decision Could Impact Small-, Mid-Cap Companies More

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 on classified boards and poison pills much more...

Martin Marietta and Vulcan in Delaware

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 New Jersey company doing in a Delaware court? Martin...

Chancery Denies Motion to Dismiss Claims for Breach of Fiduciary Duty in Connection with Merger

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 fairness standard, at the motion to dismiss stage...

Delaware Court of Chancery Agrees with Fiat on Formula to Buy Chrysler Shares

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 agreement to determine the price for Fiat to purchase...

Delaware Court of Chancery Allows Some Claims to Proceed in Connection with Merger

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 applicable in a merger that is challenged on Revlon...

Delaware Court of Chancery Denies Motion to Dismiss and Describes Measure of Damages for Stockholder Denied Shares

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 available for a stockholder who is wrongfully...