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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Shareholder Disputes
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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Section 225: New Election Ordered as Remedy for Improper Shareholder Meetings
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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…
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Dissolution and Winding-Up of Delaware Corporations (Part II)
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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)…
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