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M & A quarterly - 2nd quarter 2014

  • Fried Frank Harris Shriver & Jacobson LLP
  • -
  • USA
  • -
  • July 9 2014

Under long-established Delaware law, directors and officers face personal liability if their decisions relating to a change of control transaction

The Delaware quarterly April - June 2014

  • Winston & Strawn LLP
  • -
  • USA
  • -
  • July 2 2014

The Delaware Supreme Court and Delaware Court of Chancery are generally regarded as the country's premier business courts, and their decisions carry

Texas Supreme Court denies minority shareholder’s oppression claims

  • Katten Muchin Rosenman LLP
  • -
  • USA
  • -
  • June 27 2014

On June 20, the Texas Supreme Court ruled that courts are not authorized to order closely held corporations to buy out a minority shareholder's

Third Point LLC v. Ruprecht: practical implications of Sotheby’s two-tiered poison pill having survived preliminary judicial review in Delaware

  • Hogan Lovells
  • -
  • USA
  • -
  • June 18 2014

In Third Point LLC v. Ruprecht, et al., the Delaware Court of Chancery denied the motion of Third Point LLC and its co-plaintiffs for a preliminary

Delaware Court clarifies director and officer liability in M&A transactions

  • Bracewell & Giuliani LLP
  • -
  • USA
  • -
  • June 11 2014

In Chen v. Howard-Anderson, 87 A.3d 648 (Del. Ch. 2014), the Delaware Court of Chancery (Laster, V.C.) held that directors and officers can be held

Proposed legislation would prohibit fee-shifting bylaws for Delaware stock corporations

  • Andrews Kurth LLP
  • -
  • USA
  • -
  • June 2 2014

Within weeks of the Delaware Supreme Court's ATP Tour, Inc. v. Deutscher Tennis Bunddecision upholding the facial validity of a bylaw provision

A series of proposed amendments to Delaware corporate law

  • Cooley LLP
  • -
  • USA
  • -
  • June 2 2014

Summarized below are the currently proposed changes to the Delaware General Corporation Law (the "DGCL") that, if enacted, would become effective on

Delaware High Court approves fee-shifting bylaws

  • Squire Patton Boggs
  • -
  • USA
  • -
  • May 14 2014

On May 8, 2014, in an opinion that could significantly limit shareholder litigation involving Delaware corporations, the Supreme Court of Delaware

Third Point LLC v. Ruprecht activism confronts the rights plan

  • Latham & Watkins LLP
  • -
  • USA
  • -
  • May 13 2014

The Delaware Court of Chancery refuses to enjoin Sotheby's annual meeting and allows Sotheby's "poison pill" to protect against an activist's proxy

Delaware Court of Chancery underscores heightened pleading standard necessary to support a claim for breach of fiduciary duty in connection with a merger

  • Sheppard Mullin Richter & Hampton LLP
  • -
  • USA
  • -
  • May 12 2014

In Houseman v. Sagerman, C.A. No. 8898-VCG, 2014 WL 1478511 (Del. Ch. Apr. 16, 2014), the Delaware Court of Chancery (Glasscock, V.C.) granted, in