WaveDivision Holdings, LLC v. Millennium Digital Media Systems, L.L.C.: Court of Chancery Makes Clear that a Fiduciary Out Is Not Required so Long as There Was No Breach of Fiduciary Duty When Entering into the Contract
In WaveDivision Holdings, LLC v. Millennium Digital Media Systems, L.L.C., C.A. No. 2993-VCS (Del. Ch. Sept. 17, 2010), the Court of Chancery made clear that if there is no violation of fiduciary duty when entering into an agreement not to solicit other offers, then the company is obligated to honor its commitment.
Delaware Amends Unclaimed Property/Escheat Laws
Enacted in July 2010, 77 Del. Laws, c. 417 (the “Act”) represents a significant development in the area of unclaimed property administration in Delaware. The Act has three main components: (1) changes to the procedures related to the manner in which unclaimed property assessments are prosecuted; (2) a declaration that “uninvoiced payables” will not be considered escheatable property; and (3) provisions related to the State Escheator’s power to use estimation techniques to determine unclaimed property liability.
Lambrecht v. O’Neal: Delaware Supreme Court Clarifies Standing Requirements for Maintaining a “Double Derivative” Suit Under Delaware Law
In Lambrecht v. O’Neal, No. 135, 2010, 3 A.3d 277 (Del. Aug. 27, 2010), the Delaware Supreme Court answered a certified question of law submitted by the United States District Court for the Southern District of New York (the “Southern District Court”). In this en banc opinion, the Delaware Supreme Court clarified the standing requirements for maintaining a “double derivative” suit under Delaware law.
Recent Delaware Corporate Law Decisions and Amendments to Unclaimed Property/Escheat Laws
In recent months, the Delaware courts have addressed important issues for Delaware corporations and their advisors. The recent amendments to Delaware’s unclaimed property/escheat laws may also be of interest to Delaware corporations and their advisors.
Delaware Supreme Court Sanctions Use of 4.99 Percent NOL Poison Pill Using ‘Unocal’ Analysis, as Modified by ‘Unitrin’
On Monday Oct. 4, 2010, the Delaware Supreme Court affirmed the Court of Chancery's decision to sanction the use of a poison pill with a 4.99 percent trigger to protect a company's net operating losses.
Airgas, Inc. v. Air Products and Chemicals, Inc.: Court of Chancery Affirms Validity of Bylaw Accelerating Timing of Annual Meeting for Election of Classified Board
In a case of first impression, the Delaware Court of Chancery considered the validity of a stockholder-proposed bylaw amendment causing a corporation’s annual meeting to be held each year in the month of January, as opposed to the month of August, when the corporation’s annual meetings had historically been held.
Versata Enterprises, Inc. v. Selectica, Inc.: The Delaware Supreme Court Upholds Adoption and Use of NOL Pill as Proper Exercise of Directors’ Business Judgment Under Unocal
On October 4, 2010, the Delaware Supreme Court issued an opinion affirming the Court of Chancery’s decision in Selectica, Inc. v. Versata, Inc.
Delaware Bankruptcy Law Update: In re Leslie Controls, Inc.
Delaware Bankruptcy Court holds that the “common interest doctrine” protects privileged communications that the Debtor shared with pre-petition Ad Hoc Committee.
Poison Pills – How Effective Is Too Effective?
Although its prevalence has been in decline in recent years, the traditional stockholder rights plan (the so-called “poison pill”) remains one of the most effective anti-takeover devices in a board of directors’ arsenal.
Delaware Real Estate Law Update: Estimated Taxes for Non-Resident Sellers of Delaware Real Estate
On June 11, 2010, Governor Markell signed into law House Bill 349, which requires non-resident sellers of Delaware real estate to report and remit an estimated state income tax on capital gains recognized from the sale of that real estate.
