In re Answers: Court of Chancery Denies Motion to Dismiss, Finding Adequate Allegations that Directors Conceivably Could Have Acted in Bad Faith by “Consciously Disregarding” Their Duties in Sale of Company
In In re Answers Corporation Shareholders Litigation, the Court of Chancery refused to dismiss a lawsuit in connection with the acquisition of Answers Corporation by Summit Partners, L.P., holding that the plaintiffs adequately pled that four of Answers’ seven directors—though disinterested and independent—conceivably could have acted in bad faith, having known of the other directors’ interest but nevertheless conducting an expedited sales process.
Gearreald v. Just Care, Inc.: In Appraisal Proceeding, Court of Chancery Determines Fair Value of Company to Be $34 Million-$6 Million Less than Acquisition Price
In Gearreald v. Just Care, Inc., the Court of Chancery’s $35 million valuation of Just Care, Inc. in an appraisal proceeding was approximately $6 million less than the acquisition price.
In re Comverge: Court of Chancery Denies Preliminary Injunction, Declining to Second-Guess Directors’ Debatable but Reasonable Tactical Choices
In In re Comverge Inc. Shareholders Litigation, the Court of Chancery in an oral ruling refused to enjoin the acquisition of Comverge, Inc. by HIG Capital LLC, finding that the independent directors made reasonable decisions, even if those decisions were debatable in hindsight.
Forsythe v. ESC Fund Management: Court of Chancery Resolves Objections to Settlement by Giving Objectors Option to Continue Litigation Subject to Posting Secured Bond in Amount of Settlement Consideration
In Forsythe v. ESC Fund Management Co. (U.S.), Inc., the Court of Chancery resolved objections to a settlement by giving objectors the option of continuing the case in pursuit of a larger recovery if they agreed to post a secured bond.
Recent Delaware Corporate Law Decisions
In recent months, Delaware courts have addressed a number of issues important to Delaware corporations and their advisors.
Dispute Resolution 2012: Delaware
The Delaware judicial system consists of the Supreme Court, Court of Chancery, Superior Court, Family Court, Court of Common Pleas and Justice of the Peace Courts. The Delaware Constitution of 1897 also establishes a Court on the Judiciary with power to censure, remove or retire judicial officers for misconduct or failure to perform duties. The Supreme…
Delaware Real Estate Law Update: Department of Justice Extends Deadline for Pool Accessibility
On May 17, 2012, the United States Department of Justice issued a final rule on the deadline for compliance with the new ADA standards for existing pools and spas, which are applicable to hotels, inns and other public accommodations with pools and spas.
Super Lawyers Attorney Spotlight – Delaware Corporate Litigator Greg Williams Represents Business Titans
Williams is a director at Richards, Layton & Finger, where he’s worked for 30 years, and chairs its corporate department.
View Emerging That Stern v. Marshall Does Not Apply to Fraudulent Transfer Claims
Since the Supreme Court decided Stern v. Marshall nearly a year ago, courts have diverged sharply on whether bankruptcy courts still have authority over fraudulent transfer claims.
Protas v. Cavanagh: Delaware Court of Chancery Analyzes Derivative Actions Under the Delaware Statutory Trust Act
In Protas v. Cavanagh, the Delaware Court of Chancery applied corporate law tests in dismissing direct and derivative actions brought against Black Rock Credit Allocation Income Trust IV, a Delaware statutory trust ("BTZ"), BTZ's board of trustees and various other parties.