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…

This article discusses the history of the use of trusts organized in series under the Investment Company Act of 1940 (the 1940 Act); the series provisions of the Delaware Statutory Trust Act (the DSTA); the common issues and questions that arise as a result of the use of series; and the future of the series concept…

Given the Enron-era debacles, the recent meltdown in our nation’s financial sector, the dependence of workers on equity investments to secure their retirements, the globalization of American corporate law principles, and the complexity of managing corporations with international operations, the legal standards used to evaluate whether directors have complied with their fiduciary duties will be a subject of growing international policy interest.

While Postorivo is one of the first cases addressing who owns the privilege in these scenarios, it will not be the last. In a world where 90 percent of the important documents in discovery are electronically stored information, and in an environment where asset sales are far more common than true debt-to-equity reorganizations, this issue…

In most merger agreements, the occurrence of a “material adverse event” (MAE) or “material adverse change” typically allows a buyer to exit the agreement without penalty. In light of the developing meltdown of the financial markets, it is therefore not unrealistic to suggest that most every public merger transaction entered into since mid-2007 has, at one…