Delaware Court of Chancery Refuses to Enjoin Merger Vote Where Proxy Statement Did Not Disclose Raw Data Underlying Fairness Opinion

The Delaware Court of Chancery recently issued two opinions (Thompson and Levy) interpreting the nature and scope of indemnification and advancement provisions. 1 Though Thompson’s holding is interesting, almost as interesting is the subtext of the Court’s discussion—the Delaware courts will give boards of directors significant leeway in regulating advancement when the relevant bylaw or other…

The “bedrock” doctrine of independent legal signifi cance provides that, if a transaction is effected in compliance with the requirements of one section of the Delaware General Corporation Law (“DGCL”), Delaware courts will not invalidate the transaction for failing to comply with the requirements of another section of the DGCL—even if the substance of the transaction…

In the past few months, the Delaware courts have issued several opinions that raise important issues for Delaware corporations and their advisors.

While keyword searching has been responsible for streamlining modern discovery collection and review, the popularity of the technique has actually led to its downfall. The more familiar lawyers are with keywords, the more terms they want to search within a dataset. But, every time a search term fails to account for a prefix or a suffix,…

This article raises several issues regarding the use of reverse termination fees in M&A transactions, including whether a target company may discriminate between financial and strategic buyers in setting the amount of the fee.…

The Delaware Chancery Court has never given clear guidance on the use of termination fees triggered by “naked no votes.” These occur when a target’s stockholders reject a merger agreement in the absence of an alternative or superior transaction. The Court has, however, made some statements that are instructive.…

On July 18, 2007, Delaware Governor Ruth Ann Minner signed into law legislation that provides a comprehensive scheme for the formation of special purpose financial captive insurance companies ("SPFCs").

Credit Lyonnais provided a “shield” to directors against shareholder suits alleging that directors breached their duties to shareholders by acting to protect creditors. Courts around the country have adopted this view, and attorneys have become accustomed to advising boards of directors based on the assumption that this is indeed the law. The Delaware Supreme Court,…

The Delaware General Assembly has recently enacted legislation amending the Delaware Limited Liability Company Act (DLLCA), the Delaware Revised Uniform Partnership Act (DRUPA) and the Delaware Revised Uniform Limited Partnership Act (DRULPA)