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Delaware Supreme Court interprets contractual fiduciary duties of LLC manager as requiring entire fairness review

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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November 9 2012

In Gatz Properties, LLC v. Auriga Capital Corp., the Delaware Supreme Court affirmed the Court of Chancery's decision that a limited liability company's controlling member-manager breached his contracted-for fiduciary duties when he refused to negotiate with a third party bidder and caused the company to sell itself to him at an unfair price via a faulty auction process

Delaware Chancery affirms that entire fairness applies to a Hammons-type merger involving a control group

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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April 3 2012

A recent decision by the Delaware Court of Chancery in Frank v. Elgamal held that entire fairness review would apply to a Hammons-type minority cash-out transaction, pursuant to which an affiliate of Great Point Partners acquired American Surgical Holdings, Inc

Proxy access shareholder proposals where are we now?

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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March 28 2012

In July 2011, the U.S. Court of Appeals for the D.C. Circuit rejected as “arbitrary and capricious” the SEC’s new Rule 14a-11 that would have affirmatively allowed shareholders to have their board candidates included in the company's proxy materials, subject to certain conditions

Court of Chancery permanently enjoins sale that would violate trust indentures

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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March 12 2012

In In re BankAtlantic Bancorp, Inc. Litig., the Delaware Court of Chancery permanently enjoined the acquisition of BankAtlantic, a federal savings bank (“BankAtlantic”), from its bank holding company parent BankAtlantic Bancorp (“Bancorp”) by BB&T Corporation because the transaction would run afoul of the standard successor obligor provisions of the indentures related to Bancorp's trust preferred stock (“TruPS”

Control premium may violate charter prohibition on disparate merger consideration in dual class stock context

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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March 9 2012

Under Delaware law, a controlling stockholder owes minimal duties to the minority stockholders

Delaware Chancery again upholds “sign and consent” structure under Omnicare and board action under Revlon

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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October 6 2011

In the recent In re OPENLANE decision, the Delaware Chancery Court again confirmed the use of the “sign and consent” method to address restrictions against a fully locked-up merger transaction set forth in the Delaware Supreme Court’s 2003 Omnicare v. NCS Healthcare decision

Delaware Supreme Court affirms that creditors of Delaware LLCs may not sue derivatively

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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September 12 2011

On September 2, the Delaware Supreme Court affirmed a holding by the Court of Chancery that creditors of insolvent Delaware limited liability companies do not have standing to sue derivatively

Delaware Court of Chancery applies Revlon standard to half cash, half stock merger

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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May 26 2011

On May 20th, the Delaware Court of Chancery denied a motion to enjoin preliminarily a merger in which the stockholders of Smurfit-Stone Container Corporation will receive 50 cash and 50 Rock-Tenn Company stock in exchange for their shares of Smurfit-Stone

Delaware Court of Chancery enjoins merger pending additional disclosures regarding financial advisory contingency fee and management employment negotiations

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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March 9 2011

On March 4, the Delaware Court of Chancery granted a limited injunction delaying the stockholder vote on a $3.1 billion all-cash merger transaction between Atheros Communications, Inc. and a subsidiary of Qualcomm, Inc. for the purpose of requiring Atheros to remedy certain incomplete or misleading disclosures in its proxy statement

Delaware court gives guidance on top-up option process and structure

Paul, Weiss, Rifkind, Wharton & Garrison LLP
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USA
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March 2 2011

n a series of recent opinions and bench rulings, the Olson v. ev3 decision being the latest, the Delaware Court of Chancery has approved the use of the top-up option and discussed a number of necessary process points and features for these devices

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