Written by knowledgeable practitioners in corporate law and special committee practice, this comprehensive book provides in-depth explanations on the uses, benefits and disadvantages of special committees.

On June 5, 2014, Governor Markell signed into law Senate Bill No. 191, which established a program for municipalities and counties to file for designation as a Downtown Development District with the State of Delaware.

In ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court, held that a fee-shifting provision of a Delaware nonstock corporation’s bylaws applicable to intra-corporate disputes could be valid and enforceable.

Judge Stark of the United States District Court for the District of Delaware has today issued a new form of scheduling order and pretrial order for patent cases, as well as revised procedures for management of patent cases and a checklist of items for counsel to discuss before the initial case management conference.

In ATP Tour, Inc. v. Deutscher Tennis Bund, the Delaware Supreme Court, by Justice Berger, in responding to certified questions of law from the United States District Court for the District of Delaware, held that a provision of a Delaware nonstock corporation’s bylaws that shifted litigation expenses to the losing party in intra-corporate litigation was facially valid under Delaware law and may be enforced if the provision was adopted through appropriate corporate procedures and for a proper corporate purpose.

In Hamilton Partners, L.P. v. Highland Capital Management, L.P., the Court of Chancery, by Vice Chancellor Noble, in connection with a challenge to a going-private transaction whereby American HomePatient, Inc. was acquired by an affiliate of one of its stockholders, Highland Capital Management, L.P., refused to dismiss breach of fiduciary duty claims against Highland.

In Chen v. Howard-Anderson, the Court of Chancery, by Vice Chancellor Laster, ruling on a motion for summary judgment, held that, in a change of control case where the standard of review is enhanced scrutiny, directors and officers could be found liable for acting in bad faith (and thus breach their fiduciary duty of loyalty) if plaintiffs cite evidence sufficient to support an inference that the directors and officers acted unreasonably in conducting the sale process and allowed interests other than the pursuit of obtaining the best price reasonably available to influence their actions. In so holding, the Court distinguished the Delaware Supreme Court’s decision in Lyondell Chemical Co. v. Ryan.

In In re Orchard Enterprises, Inc., the Court of Chancery, by Vice Chancellor Laster, on cross motions for summary judgment, held, among other things, that the entire fairness standard of review will apply at trial to fiduciary duty claims challenging a squeeze-out merger, with the burden of persuasion on the defendants, notwithstanding that the merger was negotiated by a special committee and approved by a majority of the minority stockholders.

In In re Answers Corporation Shareholders Litigation, the Court of Chancery, by Vice Chancellor Noble, granted summary judgment in favor of defendants in an action brought by stockholder plaintiffs challenging the merger by which Answers Corporation was acquired by AFCV Holdings, LLC, a portfolio company of private equity firm Summit Partners, L.P., for $10.50 per share.

In recent months, Delaware courts have addressed a number of issues important to Delaware corporations and their advisors.