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Cut Off from Books and Records: Vice Chancellor Holds Termination of Ownership Rights by Merger Extinguishes Stockholder Standing to Bring Section 220 Action
  • K&L Gates
  • USA
  • March 14 2017

By memorandum-opinion dated February 27, 2017, Vice Chancellor Glasscock dismissed Plaintiff’s Verified Complaint to Compel Inspection of Books and

Fla. App. Court (4th DCA) Holds Indorsement by Successor by Merger Not Sufficient to Confer Standing to Foreclose
  • Maurice Wutscher LLP
  • USA
  • June 6 2016

The District Court of Appeal of the State of Florida, Fourth District, recently reversed a final judgment of foreclosure, holding that the mortgagee

Delaware Court of Chancery rejects share-tracing standing requirement for appraisal petitioners
  • Sheppard Mullin Richter & Hampton LLP
  • USA
  • February 20 2015

The Delaware Court of Chancery issued companion opinions clarifying Delaware’s standing requirements for appraisal petitions under 8 Del. C. 262

Arkansas Teacher Ret. Sys. V. Countrywide Fin. Corp., No. 14, 2013 (Del. Sept. 10, 2013)
  • Potter Anderson & Corroon LLP
  • USA
  • October 4 2013

In this en banc decision, the Delaware Supreme Court answered a certified question of law from the United States Court of Appeals for the Ninth

Delaware Chancery Court expands number of direct claims available to stockholders
  • Holland & Knight LLP
  • USA
  • April 1 2013

On March 15, 2013, the Delaware Court of Chancery denied motions to dismiss filed by a group of director defendants and certain affiliated funds for

7th Circuit clarifies standing to challenge "interlock" violations
  • Proskauer Rose LLP
  • USA
  • October 12 2012

Company shareholders do not suffer "antitrust injuries" because of an alleged violation of Section 8 of the Clayton Act, prohibiting officers and directors from serving on the boards of competing corporations, according to a new Seventh Circuit decision in Robert F. Booth Trust v. Crowley.

Delaware Supreme Court curtails rights of creditors to bring derivative suits against insolvent Delaware LLCs
  • Drinker Biddle & Reath LLP
  • USA
  • February 1 2012

If you are a creditor of a Delaware limited liability company and wish to pursue derivative claims on behalf of an insolvent company against the company’s present or former managers based on breaches of fiduciary duties, you may be out of luck.

Sagarra Inversiones, SL v Cementos Portland Valderrivas, SA, et al
  • Potter Anderson & Corroon LLP
  • USA
  • December 28 2011

Cementos Portland Valderrivas (“CPV”), the controlling stockholder of Corporación Uniland, S.A., a Spanish corporation (“Uniland”), and Giant Cement Holdings, Inc. (“Giant”), caused Uniland to buy Giant over the objection of Uniland’s only other stockholder, Sagarra Inversiones, S.L.(“Sagarra”).

Coughlan v NXP BV
  • Potter Anderson & Corroon LLP
  • USA
  • November 10 2011

In this memorandum opinion, the Court of Chancery granted summary judgment in favor of the defendant in connection with an action brought by a stockholder representative claiming that, pursuant to the terms of a merger agreement, certain contingent payments to be made to the former stockholders of a target corporation upon the achievement of specified revenue and product development milestones of the acquired business should be accelerated as a result of a change of control of the acquired business.

“Hanging up” on ATT’s proposed acquisition of T-Mobile
  • King & Wood Mallesons
  • USA
  • November 3 2011

The Department of Justice, joined by seven states, has commenced proceedings against ATT, T-Mobile and T-Mobile’s parent, Deutsche Telekom, to block ATT’s US$39 billion acquisition of T-Mobile.