In a bench ruling in Dent v. Ramtron International Corporation, Vice Chancellor Parsons of the Court of Chancery declined to preliminarily enjoin a stockholder vote on a proposed merger between Cypress Semiconductor Corporation and Ramtron International Corporation.
In In re Novell, Inc. Shareholder Litigation, Vice Chancellor Noble of the Court of Chancery declined to dismiss breach of fiduciary duty claims against the board of directors of Novell, Inc., concluding that the plaintiffs’ allegations that the Board had treated a serious bidder in a materially different manner than Novell’s eventual acquiror supported a reasonable inference that the Board had acted in bad faith.
In Metropolitan Life Insurance Company v. Tremont Group Holdings, Inc., Vice Chancellor Parsons of the Court of Chancery further clarified Delaware law with respect to the distinction between direct and derivative claims in litigation involving Delaware limited partnerships.
In South v. Baker, Vice Chancellor Laster of the Court of Chancery dismissed a derivative claim for breach of fiduciary duty based on the Caremark theory of liability, finding that because the plaintiffs failed adequately to represent the company, dismissal of their complaint would be with prejudice to the named plaintiffs only and would not preclude the litigation efforts of other stockholders.
In In re Complete Genomics, Inc. Shareholder Litigation, Vice Chancellor Laster questioned the validity under Delaware law of a “don’t ask, don’t waive” provision prohibiting private requests for waiver of a standstill agreement, and enjoined enforcement of the provision in that case. Several weeks later, in In re Ancestry.com Inc. Shareholder Litigation, Chancellor Strine stated that Delaware has no per se rule against “don’t ask, don’t waive” provisions, but made clear that such provisions will be subject to close scrutiny.
This publication contains recent court decisions affecting Delaware corporations and other business entities, as well as the 2012 amendments to Delaware’s corporate and alternative entity law.…
Recently, the Delaware Bankruptcy Court published its amendments to the local rules effective as of February 1, 2013.
On January 14, 2013, in Freedman v. Adams, the Delaware Supreme Court reaffirmed that executive compensation decisions are business judgments vested in the board of directors that will rarely be second-guessed absent a showing that the board acted on an ill-informed basis or in bad faith.
The Delaware Court of Chancery’s business arbitration program was barely underway when the Delaware Coalition for Open Government, a state affiliate of the National Freedom of Information Coalition, brought suit to nullify one of its central features: confidentiality of proceedings. The coalition alleged that the confidentiality provisions of the arbitration statute and the corresponding Court of…
Over the last decade and a half, Delaware’s status as the preferred jurisdiction of incorporation and entity formation has yielded the state another significant source of annual revenue in the form of abandoned or unclaimed property.