In a lightning-fast response to the recent ruling in West Palm Beach Firefighters’ Pension Fund v. Moelis & Co., the Delaware State Bar Association’s Council of the Corporate Law
Continue Reading Delaware Bar Works to Limit Effects of Moelis Ruling on Stockholders AgreementsShareholder Disputes
No More Board Games: Delaware Court Strikes Down Key Provisions in Stockholder Agreement
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The Delaware Court of Chancery is striking back against “new wave” stockholder agreements, which feature stockholder preapproval rights and board restrictions, rather than covenants among stockholders regarding traditional stockholder rights.…
Continue Reading No More Board Games: Delaware Court Strikes Down Key Provisions in Stockholder AgreementStockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger
By Chaney Hall on
In Todd Swift v. Houston Wire & Cable Co., C.A. No. 2021-0525-LWW, memo. op. (Del. Ch. Dec. 3, 2021), the Court of Chancery found that a stockholder lacked standing…
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Chancery Discusses Valuation Methods
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John O’Toole writes:
In In re Appraisal of DFC Global Corp., the Court of Chancery conducted an in-depth analysis of three common valuation methodologies—discounted cash flow analysis, multiples-based…
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Chancery: § 251(h) Tender Offers Get Irrebuttable Business Judgment Review
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John O’Toole writes:
In In re Volcano Corporation Stockholder Litigation, the Court of Chancery held that stockholders’ acceptance of tender offers as part of mergers accomplished under § 251(h)…
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Supreme Court Affirms Chancery’s Section 204 and 205 Rulings
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On October 22, 2015, the Delaware Supreme Court affirmed the Delaware Court of Chancery’s ruling in the action Boris v. Schaheen, No. 121, 2015 (Del. Oct. 22, 2015). As…
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Must a Stockholder Plead Demand Excusal for Breach of a Stockholder Approved Plan as a Contract?
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Under Delaware law, it is well established that in order to bring a derivative suit, a stockholder of a corporation must either (i) make a demand upon the board to…
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Appointment of a Receiver to an Insolvent Delaware Corporation
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What remedy do you have if you or your company is a creditor or shareholder of an insolvent Delaware corporation to recover amounts owed to you? Section 291 of the…
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Member of Delaware LLC Not Precluded from Withdrawing and Competing with Business
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In certain instances, a member of a Delaware LLC may not find it desirable to continue doing business with the other members of the company. This can be the result…
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The Scope of a Section 220 Books and Records Action
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Shareholders of a Delaware corporation have at their disposal the ability to demand inspection of the books and records of a Delaware corporation pursuant to Section 220 of the Delaware…
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