The Delaware courts have decided a number of statutory appraisal cases recently. Most prominently, the Delaware Supreme Court reversed two post-trial appraisal decisions of the Court of Chancery, in DFC Global Corp. v. Muirfield Value Partners, L.P., 172 A.3d 346 (Del. Aug. 1, 2017), and Dell Inc. v. Magnetar Global Event Driven Master Fund Ltd.…
Developments in Statutory Appraisal: DFC Global, Dell and MoreThe Delaware courts have decided a number of statutory appraisal cases recently. Most prominently, the Delaware Supreme Court reversed two post-trial appraisal decisions of the Court of Chancery, in DFC Global Corp. v. Muirfield Value Partners, L.P., 172 A.3d 346 (Del. Aug. 1, 2017), and Dell Inc.…
In Nguyen v. View, Inc., 2017 WL 2439074 (Del. Ch. June 6, 2017), the Delaware Court of Chancery held in a proceeding brought under Section 205 of the General Corporation Law of the State of Delaware (the “DGCL”) that Section 204 of the DGCL (“Section 204”) may not be used to ratify a “deliberately unauthorized corporate…
In Sarissa Capital Domestic Fund LP v. Innoviva, Inc., 2017 WL 6209597 (Del. Ch. Dec. 8, 2017), the Delaware Court of Chancery, in a fact-intensive, post-trial memorandum opinion, specifically enforced an oral agreement to settle a proxy contest between Innoviva, Inc. (“Innoviva”) and Sarissa Capital Domestic Fund LP (“Sarissa”). In so doing, the Court ordered Innoviva…
In IRA Trust FBO Bobbie Ahmed Ex rel. Class A Stockholders of NRG Yield, Inc. v. Crane, 2017 WL 6335912 (Del. Ch. Dec. 11, 2017), as revised (Jan. 26, 2018), the Court of Chancery granted the defendants’ motion to dismiss breach of fiduciary duty claims against NRG Energy, Inc. (“NRG”), the controlling stockholder of NRG…
In In re Investors Bancorp, Inc. Shareholder Litigation, 2017 WL 6374741 (Del. Dec. 13, 2017, revised Dec. 19, 2017), the Delaware Supreme Court recently considered “the limits of the stockholder ratification defense” in actions challenging directors’ compensation where stockholders have approved the compensation plan, and the Court provided guidance regarding when that defense may apply…
In Oklahoma Firefighters Pension & Retirement System v. Corbat, 2017 WL 5484125 (Del. Ch. Nov. 15, 2017), the Delaware Court of Chancery dismissed a claim against current and former directors of Citigroup, Inc. for failing to exercise appropriate oversight with regard to the corporation’s operations, which allegedly resulted in violations of law by employees and large…
Since the Delaware Supreme Court decision in Corwin v. KKR Financial Holdings LLC, 125 A.3d 304 (Del. 2015), the Delaware courts have grappled with the effect of the so-called Corwin defense (i.e., that fully informed, uncoerced approval of a transaction by the disinterested stockholders will restore business judgment review) in a variety of different circumstances.…
In Chicago Bridge & Iron Co. N.V. v. Westinghouse Electric Co., 166 A.3d 912 (Del. 2017), the Delaware Supreme Court reversed the Delaware Court of Chancery’s grant of judgment on the pleadings. The Court of Chancery had held that a dispute over a post-closing purchase price adjustment under the terms of a purchase agreement was to…
In California State Teachers’ Retirement System v. Alvarez, — A.3d —, 2018 WL 547768 (Del. Jan. 25, 2018), the Delaware Supreme Court declined to adopt a proposed rule from the Court of Chancery that, as a matter of due process, a judgment in a derivative action cannot bind a corporation or other stockholders until the suit…