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Meaning of “tradable shares” in purchase agreement is deemed ambiguous

Katten Muchin Rosenman LLP
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USA
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November 6 2009

A purchase agreement entered into by plaintiffs and defendant obligated the defendant to purchase 50,000 shares of common stock from plaintiffs by February 3, 2006, and outlined two possible methods of consideration for this purchase

Delaware Court upholds transfer of voting interests to an existing LLC member

Katten Muchin Rosenman LLP
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USA
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August 12 2011

The Delaware Court of Chancery has upheld the assignment of a Delaware limited liability company membership interest, including the voting rights associated with that interest, to an existing member of the LLC

Delaware Chancery Court grants reformation of contract to reflect prior email agreement

Katten Muchin Rosenman LLP
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USA
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June 8 2012

Vice Chancellor Laster of the Delaware Court of Chancery ordered reformation of a joint venture agreement where plaintiff ASB Allegiance Real Estate Fund (ASB) proved at trial, by clear and convincing evidence, that the compensation terms agreed to with defendant Scion Breckenridge Managing Member, LLC (Scion) were not accurately reflected in the parties’ final executed contract

Delaware Chancery Court rejects unsupported fraudulent inducement defense

Katten Muchin Rosenman LLP
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USA
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March 11 2011

The Delaware Chancery Court rejected a defendant's fraud in the inducement defense where, at the summary judgment stage, the defendant (a) failed to come forward with specific facts showing that the counterparty knowingly made false statements and (b) did not make a proper showing under Rule 56 as to why additional discovery was warranted

Delaware Chancery Court upholds Airgas's poison pill

Katten Muchin Rosenman LLP
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USA
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February 18 2011

The Delaware Chancery Court recently upheld the use of a shareholder rights plan, or “poison pill,” by Airgas, Inc. (Airgas) to ward off a hostile takeover attempt by Air Products and Chemicals, Inc. (Air Products

Chancery court denies Dollar Thrifty stockholder motion for preliminary injunction

Katten Muchin Rosenman LLP
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USA
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September 17 2010

On September 8, the Delaware Court of Chancery denied a motion for a preliminary injunction to prevent the consummation of a merger plan, pursuant to which Hertz Global Holdings, Inc. will buy all the shares of rental car competitor Dollar Thrifty Automotive Group, Inc

Third Circuit rejects minority shareholder challenge to Delaware short-form merger

Katten Muchin Rosenman LLP
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USA
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October 2 2009

The Third Circuit affirmed the lower court’s rejection of arguments by an aggrieved minority shareholder objecting to a short-form merger that resulted in an allegedly diminished share price

Remand appropriate because fraud claim did not necessarily raise federal issue

Katten Muchin Rosenman LLP
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USA
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July 10 2009

The plaintiff filed a complaint in California state court alleging four state law causes of action, including claims for fraud, in connection with a "hostile takeover" of the plaintiff

Craigslist poison pill and right of first refusal rescinded by Delaware Chancery Court

Katten Muchin Rosenman LLP
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USA
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September 17 2010

On September 9, the Delaware Court of Chancery issued its decision in eBay Domestic Holdings, Inc. v. Newmark, et al., which arose from a dispute between eBay and craigslist concerning eBay’s decision to compete with craigslist in the online classifieds business while at the same time owning a substantial minority stake in craigslist

Court finds personal jurisdiction over foreign business under a conspiracy theory

Katten Muchin Rosenman LLP
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USA
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December 7 2012

The Delaware Supreme Court recently held that a foreign business entity was subject to personal jurisdiction in the state of Delaware under a conspiracy theory

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