District of Delaware Swears in Third Magistrate Judge
On April 25, 2012 in a private ceremony, Sherry Ruggiero Fallon was sworn in as the third Magistrate Judge for the United States District Court for the District of Delaware.
Chancery Finds Allegations of ‘Control Group’ Sufficient to Invoke Entire Fairness Review of Merger
In Frank v. Elgamal, the Delaware Court of Chancery held that the entire fairness standard would apply to the merger of American Surgical Holdings Inc. with an unaffiliated private equity purchaser.
Delaware Labor & Employment Law Update: For Now, Employers Are Not Required to Post the NLRB Notice Poster
The D.C. Circuit Court has temporarily blocked the National Labor Relations Board from requiring employers to post a notice informing employees of their rights under the National Labor Relations Act.
The 2010 Amendments to the Expert Discovery Provisions of Rule 26 of the Federal Rules of Civil Procedure: A Brief Reminder
“The most frequent method for discovering the work of expert witnesses is by deposition,” according to the advisory committee notes to Rule 26. On December 1, 2010, certain changes to the expert discovery provisions of this Rule went into effect. These changes clarified the scope of discoverable information about an expert’s work that is available to…
Chancery Court Provides Guidance on Structuring Financings
In Zimmerman v. Crothall, the Delaware Court of Chancery, ruling on a motion for summary judgment, found that the defendants - directors and venture capital investors of Adhezion Biomedical - failed to establish that Adhezion's issuance of preferred equity and convertible debt to the defendants that was not offered to all holders on the same terms were not self-interested transactions.
Director Liability: From Van Gorkom to Southern Peru and Beyond
The Delaware courts have, on a couple of occasions over the past few decades, held corporate directors liable in headline-grabbing fashion.
In re Delphi Financial Group Shareholder Litigation: Court of Chancery Addresses Control Premiums in Dual Class Common Stock Setting
In In re Delphi Financial Group Shareholder Litigation, the Court of Chancery declined to enjoin Tokio Marine Holdings, Inc.’s proposed takeover of Delphi Financial Group.
Steinhardt v. Howard-Anderson: Court of Chancery Sanctions Representative Plaintiffs for Improper Trading Practices
In Steinhardt v. Howard-Anderson, the Court of Chancery imposed sanctions on representative plaintiffs for improper trading practices.
In re Appraisal of Aristotle Corp.: Court of Chancery Finds No Standing for Fiduciary Duty of Disclosure Claims Brought Belatedly by Appraisal Petitioners
In In re Appraisal of Aristotle Corp., the Court of Chancery granted a motion to dismiss claims of breach of the fiduciary duty of disclosure brought by certain stockholders who had dissented from a short-form merger under 8 Del. C. § 253 and perfected their appraisal rights, on grounds that the plaintiffs lacked standing.
SV Investment Partners, LLC v. ThoughtWorks, Inc.: Delaware Supreme Court Affirms Court of Chancery Decision Without Addressing Whether “Funds Legally Available” Is Equivalent to “Surplus”
In SV Investment Partners, LLC v. ThoughtWorks, Inc., the Delaware Supreme Court affirmed the Court of Chancery’s holding that a corporation did not have “funds legally available” to satisfy a preferred stockholder’s redemption demand, but determined that it did not need to address the Court of Chancery’s other holding that “funds legally available” is not equivalent to “surplus” under 8 Del. C. § 160.