Corporate and Commercial Practice in the Delaware Court of Chancery
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 comparable company analysis, and deal price. After discussing how each methodology was and should be applied, Chancellor Bouchard ultimately determined that although “all three metrics…
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) of the Delaware General Corporation Law (“DGCL”) “has the same cleansing effect as a stockholder vote in favor of a transaction.” C.A. No. 10485-VCMR, 2016…
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 described by the High Court, this action was a “factually complicated case involv[ing] one of the first uses by litigants of new provisions of the…
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 take action; or (ii) plead demand futility. Ct. Ch. R. 23.1. Derivative lawsuits are often brought against corporate directors and management for claims of breach…
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 Delaware General Corporation Law (“DGCL”) provides a statutory basis to seek the appointment of a receiver over such company in order to pay outstanding debts…
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 of divergent views of how the business should be run, feuds between members, or simply because the member may believe that they can start up…
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 General Corporation Law. This blog post will briefly discuss the proper scope of a Section 220 action to inspect the books and records of a…
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 of the Delaware General Corporation Law.
If an election of a board member is deemed improper, the Court of Chancery may order a prompt special…
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) of the DGCL, the Court may oversee the winding-up process of a corporation. This is a complex procedure, but it affords directors and stockholders with…
If you are a shareholder or director of a Delaware corporation, you may one day find it advantageous to dissolve your company. This post will generally discuss the dissolution and winding-up process of a Delaware corporation, and important considerations to be kept in mind when so doing, including the potential liability of shareholders and directors…
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