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Delaware court refuses to stay stockholder challenge to Topps buyout, notwithstanding identical suit previously filed in New York

Potter Anderson & Corroon LLP
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USA
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May 31 2007

In a May 9, 2007 decision authored by Vice Chancellor Strine in In re: The Topps Company Shareholders Litigation, the Delaware Court of Chancery explained that the recent wave of going-private transactions, involving private equity buyers who intend to retain a target’s existing management, has given rise to important and novel issues under Delaware corporate law that are best determined by Delaware courts

Alliance Data Sys. Corp. v. Blackstone Capital Partners V L.P.

Potter Anderson & Corroon LLP
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USA
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January 15 2009

Plaintiff Alliance Data Systems (“ADS”) sued each of Aladdin Solutions (“Aladdin”) and Blackstone Capital Partners V L.P. (“BCP V”) for breach of a May 2007 merger agreement and enforcement of the $170 million termination fee provided for therein in connection with the failed acquisition of ADS by Aladdin

In re Wm Wrigley Jr Co S’holders Litigation

Potter Anderson & Corroon LLP
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USA
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January 22 2009

In this case, Vice Chancellor Lamb approved a settlement effecting changes to a merger agreement between the Wm. Wrigley Jr. Company and Mars, Inc

Pfeffer v. Redstone

Potter Anderson & Corroon LLP
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USA
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January 23 2009

In this en banc decision, the Supreme Court affirmed the Court of Chancery’s dismissal for failure to state a claim of the plaintiff’s class action complaint challenging two transactions that resulted in Viacom, Inc. (now CBS Corp.) divesting itself of its controlling interest in Blockbuster

The disclosure of projections under Delaware law

Potter Anderson & Corroon LLP
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USA
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April 15 2008

Over the past year, the Delaware Court of Chancery issued three decisions and one bench ruling that have fueled the debate concerning whether certain “soft information,” particularly financial projections, must be disclosed as a matter of Delaware law when a corporation is seeking stockholder approval of a merger transaction

Rethinking the Blasius standard of review: the implications of Mercier v Inter-Tel (Delaware), Inc

Potter Anderson & Corroon LLP
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USA
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April 9 2008

In one of its most notable decisions of 2007, the Court of Chancery found, in Mercier v. Inter-Tel (Delaware), Inc., et al., that a special committee had a “compelling justification” to postpone a stockholders’ meeting to avoid the defeat of a merger proposal

Negotiate with care: recent Delaware developments relating to indemnification and advancement

Potter Anderson & Corroon LLP
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USA
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August 11 2008

In the first half of 2008, the Delaware Court of Chancery rendered a number of decisions addressing the indemnification and advancement rights of officers and directors under Delaware law

Buyer beware: the fiduciary duties of a buyer’s board

Potter Anderson & Corroon LLP
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USA
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April 30 2007

The fiduciary obligations of a selling corporation’s board of directors in the context of a corporate sale transaction, and the permissible scope of so-called “deal protection” measures in that context, have been the subject of frequent analysis in both case law and legal commentary

BAE Systems Information and Electronic Systems Integration, Inc. v. Lockheed Martin Corp.

Potter Anderson & Corroon LLP
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USA
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February 3 2009

In this case, the Court of Chancery found that terms contained in a Transaction Agreement and Memorandum of Understanding governing the sale of a business unit owned by defendant Lockheed Martin to plaintiff BAE Systems, under which BAE Systems anticipated that the acquired business unit would continue to do business with Lockheed Martin, were definite enough under Delaware contract law to survive defendant’s 12(b)(6) motion to dismiss

In Re Nymex S’holder Litig., C.A. no. 3621-VCN and Greene v. New York Mercantile Exchange, Inc., et al.

Potter Anderson & Corroon LLP
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USA
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September 30 2009

In these two class actions challenging the acquisition of the parent company of the New York Mercantile Exchange, the Court granted the defendants’ motions to dismiss for failure to state a claim

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