Third Point LLC v. Ruprecht: Court of Chancery Denies Preliminary Injunction Against Annual Meeting of Sotheby’s Stockholders, Applies Unocal Standard of Review to Contested Stockholder Rights Plan
In Third Point LLC v. Ruprecht, et al., C.A. No. 9469-VCP (Del. Ch. May 2, 2014), the Delaware Court of Chancery denied preliminary injunctive relief against Sotheby’s annual meeting, scheduled for May 6, 2014. Plaintiffs, including Third Point LLC and other stockholders, claimed that the board had violated its fiduciary duties by (1) adopting a stockholder…
Fifth Circuit Affirms Fee Enhancement, Reverses Fees Incurred in Defending Fee Application
In In re Asarco, the Fifth Circuit held that 11 U.S.C. § 330 permits the bankruptcy court to enhance the fees of counsel but does not permit the bankruptcy court to award attorney fees incurred by counsel in defending its fee application. ASARCO was a copper mining, smelting and refining company. Two years before it commenced…
2014 Proposed Amendments to the General Corporation Law of the State of Delaware
The 2014 proposed amendments to the DGCL would give corporations and their counsel increased flexibility in structuring transactions and in effecting various corporate acts.
Delaware’s Business Courts: The Complementary Nature of the Court of Chancery and the Superior Court’s Complex Commercial Litigation Division
As the home of so many of the nation’s business entities, Delaware sees a corresponding share of their disputes in its courts. And given the United States Supreme Court’s recent decision in Daimler AG v. Bauman, Delaware companies are now “at home” (for jurisdictional purposes) in fewer places, further underscoring the national importance of Delaware’s business…
Proposed Amendments to the General Corporation Law of the State of Delaware in 2014
Legislation proposing to amend the General Corporation Law of the State of Delaware has been submitted to the Corporation Law Section of the Delaware State Bar Association for approval. If enacted, the proposed amendments would become effective on August 1, 2014
Second Circuit and Delaware Bankruptcy Court Take Different Views of Whether a Foreign Debtor Must Have Assets in the United States to Be Eligible for Recognition under Chapter 15
Courts in the two circuits, which saw the majorityof 2013’s Chapter 15 recognition proceedings,recently addressed—and came to oppositeconclusions about—a novel issue: whether anentity is required to have property in the UnitedStates to qualify for relief as a debtor underChapter 15 of the United States BankruptcyCode. Chapter 15 is the equivalent of a proceedingunder Part IV of…
Considerations in Drafting Board Observer Arrangements
Although board observer arrangements are not uncommon, there is little case law squarely addressing the rights, duties, and potential liabilities of board observers. Reference to basic principles of corporate law, however, should provide corporations and investors sufficient guidance in structuring board observer arrangements. These arrangements may offer several advantages over a traditional designated board seat. From…
Judge Robinson Issues New Form Scheduling Order as a Result of Feedback from the Patent Study Group
On Monday, March 24, Judge Robinson issued two new form Orders: (i) an Order directing the parties to confer on certain matters prior to a Scheduling Conference and (ii) a form Scheduling Order.
Kahn v. M&F Worldwide Corp.: Delaware Supreme Court Affirms In re MFW, Holds that Controlling Stockholder Buyouts Can Receive Business Judgment Review if Conditioned Ab Initio on Dual Procedural Protections
In Kahn, et al. v. M&F Worldwide Corp., et al., the Delaware Supreme Court affirmed the Court of Chancery’s decision in In re MFW Shareholders Litigation.
In re Rural Metro Corporation Stockholders Litigation: Court of Chancery Holds Financial Advisor Liable for Aiding and Abetting Breaches of Fiduciary Duty
In In re Rural Metro Corporation Stockholders Litigation, the Delaware Court of Chancery held RBC Capital Markets, LLC liable for aiding and abetting breaches of fiduciary duty by the board of directors of Rural/Metro Corporation in connection with Rural’s acquisition by Warburg Pincus LLC.
