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

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

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