Delaware Bankruptcy Court Enforces “X-Clause” in Subordinated Note Indenture

This article highlights the provisions of the Delaware statutory trust likely to be of most interest to investment companies and their advisers (particularly those provisions designed specifically to address the needs of investment companies) as well as provides some practical considerations for the drafting of governing instruments, including with respect to those areas that can prove…

The struggle against a classified board can be daunting. As we hope to demonstrate in this article, however, a determined acquirer has at its disposal several ways to overcome the protections inherent in the classified-board structure. On the other hand, target boards also have ways to bolster the defenses provided by the classified-board structure. No short…

This article examines the implications of the Court of Chancery’s opinion in Netsmart to private company M&A transactions, particularly with respect to the nature of the target company’s marketing process pre-signing (including the extent to which the board surveyed likely financial and strategic buyers) and the meaningfulness of the board’s post-signing fiduciary out.…

This article attempts to clarify section 144's limited role and application by distinguishing the analysis under section 144 from the analysis under the courts' common-law fiduciary analysis.

Delaware Court of Chancery Denies United Rentals' Petition for Specific Performance of Merger Agreement

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.