In Senior Housing Capital, LLC v. SHP Senior Housing Fund, LLC, the Court of Chancery considered, inter alia, the level of judicial review applicable to an appraisal process required by an LLC agreement.
The Delaware courts have issued a variety of opinions, seemingly pointing in different directions, on the required disclosure of management projections in M & A transactions.
An inherent tension exists between the Bankruptcy Code and the common-law doctrine of constructive trust.
On May 3, 2013, Governor Jack Markell signed into law House Bill 29, which creates a commercial real estate broker’s lien in Delaware.
On May 7, 2013, Delaware Governor Jack Markell signed into law the Civil Marriage Equality and Religious Freedom Act of 2013, which will allow same-gender couples to enter into marriages.
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.…
In In re School Specialty, Inc., the United States Bankruptcy Court for the District of Delaware denied a motion brought by the Official Committee of Unsecured Creditors which sought to disallow a $23.7 million "early payment fee" in a prepetition credit agreement.
Recent proposed amendments to the Delaware General Corporation Law contain an important addition to Section 251, which governs mergers between Delaware corporations, that would effectively allow the parties to dispense with the need for a back-end stockholder vote on a merger in certain cases where the buyer has acquired a sufficient number of shares in a front-end tender offer.
A pair of recent decisions by the Delaware Court of Chancery scrutinize the use of ‘‘don’t ask, don’t waive’’ provisions in standstill agreements, suggesting that boards be fully informed of the impact of using such a tool in mergers.
Among the many significant proposed changes to Delaware's General Corporation Law that were submitted to the corporation law section of the Delaware State Bar Association this March for approval, the sections dealing with ratification of defective corporate acts stand out as particularly noteworthy.