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Results: 1-9 of 9

Delaware Court of Chancery denies appraisal rights where optional merger consideration offered to minority stockholders

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • November 23 2011

In an opinion clarifying minority stockholder appraisal rights, the Delaware Court of Chancery has held that a stockholder of a public company is not entitled to appraisal rights under Delaware General Corporation Law 262 when the stockholder is given a choice among types of merger consideration, and the merger agreement expressly states that failure to make a timely election will result in receipt of cash only

Delaware Supreme Court looks to plain meaning of company's charter to define "liquidation event"

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 30 2012

The Delaware Supreme Court recently upheld a Superior Court decision that in a merger, the holders of Omneon, Inc. (the "Company") Series C-1 preferred stock (the "Holders") were not entitled to a liquidation preference under the plain meaning of the Company's certificate of incorporation

Transaction fails entire fairness doctrine - Delaware Court of Chancery awards $1.263 billion in damages

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • November 23 2011

The Delaware Court of Chancery has awarded Plaintiff-stockholders $1.3 billion in a derivative action challenging the fairness of an acquisition by Southern Peru Copper Corporation of a target company controlled by Southern Peru's controlling stockholder

Court of Appeals of New York provides guidance regarding to what extent a seller of good will may participate in soliciting former customers

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 13 2011

New York courts have historically held that a seller of a business that includes the sale of good will must refrain from soliciting the customers of the business as the buyer has the right to expect that the business' customers will continue to patronize the acquired business

Delaware Court of Chancery dismissed ultra vires claim by stockholders challenging completed merger

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • September 27 2012

In a recent letter opinion, the Delaware Court of Chancery dismissed claims brought by stockholders of SRA International, Inc. against the corporation challenging the validity of a consummated merger

Revlon duties apply to issuance of notes convertible into a controlling interest

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 27 2010

The Delaware Chancery Court has extended Revlon duties to a company's issuance of notes convertible into a controlling interest in the company

Delaware Court of Chancery applies business judgment rule where controlling stockholder receives pro rata share of merger consideration

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • September 27 2012

In In re Synthes, Inc. Shareholder Litigation, plaintiffs challenged the fairness of Synthes' recent merger with Johnson & Johnson (J&J), in which both controlling and minority stockholders of Synthes received a combination of cash and J&J stock as consideration for their Synthes shares

Delaware Court of Chancery enjoins board from resisting hostile consent solicitation

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • March 27 2013

The Delaware Court of Chancery has preliminarily enjoined the board of SandRidge Energy, Inc. ("SandRidge"), an oil and natural gas business, from

Delaware Chancery Court decision regarding fiduciary duties to selling stockholders

  • Herrick Feinstein LLP
  • -
  • USA
  • -
  • May 29 2013

The Delaware Chancery of Court recently addressed whether directors and officers who are affiliated with an entity that is buying company stock from