The Court of Chancery in In re Citigroup Inc.  Shareholder Derivative Litigation, acknowledged for the first time that a duty to oversee business risk exists under Delaware law and Caremark specifically, but the life of that duty was short.  It may live on doctrinally, but in practice, Citigroup has made it extraordinarily difficult for…

Delaware Court Rejects Issuer's Attempt to Keep By-Law Proposal Off Ballot

Before the merger at issue in the case, Lyondell Chemical Company was the third-largest independent public chemical company in North America. Dan Smith was Lyondell’s Chairman and CEO; Lyondell’s other ten directors were independent and sophisticated businesspeople. This article explains what led to The Supreme Court’s reversal of the Court of Chancery’s decision and remanded the…

Directors will likely face the most intense scrutiny of their conduct when the board acts in response to a takeover proposal. In Lyondell Chemical Company v. Ryan, the Delaware Supreme Court confirmed important principles regarding both the duties owed by directors, and the standards by which their conduct will be measured. Ever since its adoption in…

For years, private-equity money powered a vigorous M&A market. But the ongoing credit crunch has caused many private-equity buyers to flee their up-market deals. This mass flight has, in turn, put merger agreement remedy provisions in the spotlight.  In the third article in our series discussing lessons from the meltdown, we address the implications of the…

Important Proposed Amendments to the General Corporation Law of the State of Delaware Relating to Proxy Access, Proxy Expense Reimbursements, Record Date Bifurcation and Other Matters

On October 31, 2008, Governor Minner signed into law the Delaware Uniform Common Interest Ownership Act. The Act, which was effective October 31, 2008, affects both new and existing communities, including certain maintenance associations.

In Fisk Ventures, LLC v. Segal, the Court of Chancery granted petitioner’s motion for judgment on the pleadings and ordered dissolution of a limited liability company.

For years, the applicability of the doctrine of stockholder ratification to various corporate transactions, as well as the effect of a ratifying vote, has been the subject of debate. The Delaware Supreme Court recently issued an opinion clarifying the doctrine, seeking to specify what it can and cannot validly accomplish. This opinion raises important issues for…