Yucaipa American Alliance Fund II, L.P. v
Riggio, C.A. No. 5465-VCS (Del. Ch. Aug. 12, 2010), read
post-trial opinion here. This
Delaware Court of Chancery opinion rejected breach of fiduciary duty claims and
upheld the poision pill defense that Barnes & Noble implemented as
part of a plan to spurn the advances of investor Ron Burkle's Yucaipa
entity. The issues in this 87-page opinion of the Court of Chancery
have been both anticipated and discussed by commentators and scholars. See,
e.g., Professor Davidoff's preview analysis linked on this
blog here. His
post-opinion analysis is here.
Copious scholarly commentary on this important opinion is
expected and will be linked to this post as it appears periodically. Though
one could justify a lengthy exegesis of this tome, even if that
type of length is not typical for a blog post, for the time being, I will
simply highlight a few of the many gems of Delaware law provided in this
decision, in the form of bullet points.
The Court determined that Unocalprovides
the appropriatestandard of judicial reviewforthe Court to
uphold the poison pill at issue in this case.
Read more Delaware business
litigation case summaries and commentary on Delaware
Corporate and Commercial Litigation Blog, a blog hosted by Francis G.X.
Pileggi, of Fox Rothschild LLP.