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Proposed amendments to the Delaware general corporation law

Potter Anderson & Corroon LLP
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USA
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April 2 2013

The Council of the Corporation Law Section of the Delaware State Bar Association has proposed legislation that will amend the General Corporation Law

Carsanaro, et al. v. Bloodhound Tech., Inc. et al., C.A. No. 7301-VCL (Del. Ch. Mar. 15, 2013) (Laster, V.C.)

Potter Anderson & Corroon LLP
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USA
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March 15 2013

In this Opinion, the Court of Chancery denied, in large part, defendants' motion to dismiss plaintiffs' claims challenging several allegedly

In re Bioclinica, Inc. S’holder Litig., Consol. C.A. No. 8272 (Del. Ch. Feb. 25, 2013) (Glasscock, V.C.)

Potter Anderson & Corroon LLP
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USA
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February 25 2013

In this memorandum opinion, Vice Chancellor Glasscock addressed claims, in a motion to expedite, that directors breached their fiduciary duties by

Gatz Properties, LLC v. Auriga Capital Corp., C.A. No. 4390 (Del. Nov. 7, 2012)

Potter Anderson & Corroon LLP
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USA
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November 7 2012

In this en banc opinion, the Delaware Supreme Court affirmed the Court of Chancery’s decision in Auriga Capital Corporation v. Gatz Properties, LLC, 40 A.3d 839 (Del. Ch. 2012), awarding minority members of a limited liability company damages and attorneys’ fees

Hite Hedge LP v. El Paso Corp., C.A. No. 7117-VCG (Del. Ch. Oct. 9, 2012) (Glasscock, V.C.)

Potter Anderson & Corroon LLP
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USA
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October 9 2012

In this memorandum opinion, the Delaware Court of Chancery dismissed direct and derivative claims initiated by certain limited partners of El Paso Pipeline Partners, L.P. (“EPB”), which claims arose out of El Paso Corporation’s (“El Paso”) merger with Kinder Morgan, Inc. (“Kinder Morgan”

Brookstone Partners Acquisition XVI, LLC v. Tanus, C.A. No. 7533-VCN (Del. Ch. Aug. 22, 2012) (Noble, V.C.)

Potter Anderson & Corroon LLP
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USA
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August 22 2012

In this letter opinion, the Delaware Court of Chancery denied plaintiff Brookstone Partners Acquisition XVI, LLC’s (“Brookstone”) motion to expedite, finding that Brookstone unreasonably delayed in seeking expedition of its claims brought against Abraham Tanus. Brookstone is a member of Woodcrafters Home Products Holdings, LLC (the “Company”), a Delaware limited liability company governed by a board of managers. Tanus is alleged to have been a manager of the Company at all relevant times. Tanus is also the Chief Executive Officer of Woodcrafters Home Products, LLC (“WHP”), which is fully-owned by the Company

In re Appraisal of the Orchard Enterprises, Inc., C.A. No. 5713-CS (Del. Ch. July 18, 2012) (Strine, C.)

Potter Anderson & Corroon LLP
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USA
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July 18 2012

In this post-trial Memorandum Opinion, Chancellor Strine addresses the treatment of a preferred stock liquidation preference and revisits fundamental valuation principles applied in statutory appraisal proceedings on his way to finding a fair value of $4.67 per share of respondent The Orchard Enterprises, Inc. (“Orchard” or the “Company”) common stock

In re Celera Corp. S'holder Litig

Potter Anderson & Corroon LLP
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USA
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March 23 2012

In this opinion, the Delaware Court of Chancery addressed several issues related to class actions alleging breaches of fiduciary duty, including typicality and adequacy and the effect of the recent United States Supreme Court decision in the case of Wal-Mart Stores, Inc

In re Appraisal of the Aristotle Corp., C.A. No-5137-CS (Del. Ch. Jan. 10, 2012) (Strine, C.)

Potter Anderson & Corroon LLP
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USA
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January 10 2012

In In re Appraisal of the Aristotle Corp., C.A. No. 5137-CS (Del. Ch. Jan. 10, 2012) (Strine, C.), the Delaware Court of Chancery considered whether former stockholders who commence a statutory appraisal proceeding in connection with a short-form merger under 8 Del. C. 253 have standing to also assert breach of fiduciary duty claims seeking damages for alleged disclosure violations in connection with the merger

Winshall v. Viacom International, Inc., C.A. no. 6074-CS (Del. Ch. Nov. 10, 2011) (Strine, C.)

Potter Anderson & Corroon LLP
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USA
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November 15 2011

In this opinion, the Court of Chancery granted the defendants’ motion to dismiss for failure to state a claim upon which relief can be granted, rejecting a claim by a stockholder representative that the parties to a merger agreement breached the implied covenant of good faith and fair dealing by failing to take certain actions after the closing of the merger that would have the effect of increasing the earn-out payments due to the former stockholders of the target corporation