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Delaware Chancery Law Blog

Corporate and Commercial Practice in the Delaware Court of Chancery

Shareholder Disputes

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Stockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger

By Chaney Hall on December 16, 2021

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…
Continue Reading Stockholder Lacks Standing to Seek Inspection After Stock Canceled In Merger

Posted in Books and Records Demand, Case Summaries, Mergers and Acquisitions, News, Rules and Links, Shareholder Disputes

Chancery Discusses Valuation Methods

By Fox Rothschild LLP on July 21, 2016

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…
Continue Reading Chancery Discusses Valuation Methods

Posted in Appraisal Actions, Mergers and Acquisitions, Shareholder Disputes

Chancery: § 251(h) Tender Offers Get Irrebuttable Business Judgment Review

By Fox Rothschild LLP on July 20, 2016

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)…
Continue Reading Chancery: § 251(h) Tender Offers Get Irrebuttable Business Judgment Review

Posted in Case Summaries, Mergers and Acquisitions, Shareholder Disputes

Supreme Court Affirms Chancery’s Section 204 and 205 Rulings

By Fox Rothschild LLP on October 31, 2015

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…
Continue Reading Supreme Court Affirms Chancery’s Section 204 and 205 Rulings

Posted in Shareholder Disputes

Must a Stockholder Plead Demand Excusal for Breach of a Stockholder Approved Plan as a Contract?

By Fox Rothschild LLP on March 13, 2015

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…
Continue Reading Must a Stockholder Plead Demand Excusal for Breach of a Stockholder Approved Plan as a Contract?

Posted in Case Summaries, Shareholder Disputes

Appointment of a Receiver to an Insolvent Delaware Corporation

By Fox Rothschild LLP on November 14, 2014

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…
Continue Reading Appointment of a Receiver to an Insolvent Delaware Corporation

Posted in Shareholder Disputes, Summary Proceedings

Member of Delaware LLC Not Precluded from Withdrawing and Competing with Business

By Fox Rothschild LLP on March 31, 2014

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…
Continue Reading Member of Delaware LLC Not Precluded from Withdrawing and Competing with Business

Posted in Shareholder Disputes

The Scope of a Section 220 Books and Records Action

By Fox Rothschild LLP on September 30, 2013

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…
Continue Reading The Scope of a Section 220 Books and Records Action

Posted in Books and Records Demand, Shareholder Disputes, Summary Proceedings

Section 225: New Election Ordered as Remedy for Improper Shareholder Meetings

By Fox Rothschild LLP on September 30, 2013

The Delaware Court of Chancery has jurisdiction to determine whether an election of a director of a Delaware corporation is proper, and frequently adjudicates disputed elections pursuant to Section 225…
Continue Reading Section 225: New Election Ordered as Remedy for Improper Shareholder Meetings

Posted in Shareholder Disputes, Summary Proceedings

Dissolution and Winding-Up of Delaware Corporations (Part II)

By Fox Rothschild LLP on September 30, 2013

This post will continue the discussion of the dissolution and winding-up procedure of a Delaware corporation.

Can the Court Judicially Supervise the Winding-Up Procedure?

Yes. Under Sections 280 and 281(a)…
Continue Reading Dissolution and Winding-Up of Delaware Corporations (Part II)

Posted in Shareholder Disputes, Summary Proceedings

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