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

In the recent decision of Ehlen v. Conceptus, Inc., C.A. No. 8560-VCG (Del. Ch. May 24, 2013), the Court of Chancery ruled on a motion to expedite filed by Plaintiff Ehlen, in connection with his request to preliminarily enjoin a merger. Through the Complaint, Plaintiff alleged that the Conceptus directors breached their fiduciary

It is doubtless troubling to New Media that Delaware law provides no statutory basis for exercising jurisdiction over the manager of a Delaware limited liability partnership for breaches of fiduciary duty in the course of his work for the partnership, absent acts taken in Delaware itself in furtherance of the  alleged wrongdoing.  But this is

In Hite Hedge LP et al. v. El Paso Corporation, C.A. No. 7117-VCG, (Del. Ch. Oct. 9, 2012), the Delaware Court of Chancery re-affirmed its longstanding commitment to the freedom of contract afforded to alternate entities through their governing agreements.    The Court was faced with a motion to

On August 27, 2012, the Delaware Supreme Court, in a lengthy, 110 page opinion, affirmed the Court of Chancery’s judgment of over $2 billion in damages in connection with a breach of fiduciary duty claim relating to the sale of a company.  The Supreme Court also affirmed the award of attorneys’ fees totaling $300 million. 

In the case of Shocking Technologies v. Michael, C.A. No. 7164-VCN (Del. Ch. Apr. 10, 2012), the Delaware Court of Chancery examined whether it has the inherent authority to remove a director for breach of fiduciary duty other than through Section 225 of the Delaware General Corporation Law (“DGCL”).

Section 225 serves as

It is not uncommon for shareholders who seek appraisal of their shares, pursuant to Section 262 of the Delaware General Code (“DGCL”) in objection to a merger, to also pursue claims of wrongdoing against the directors or officers of the merging corporation (i.e. claims for breach of fiduciary duty, fraud, etc.).  This post will address