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Sidley Austin LLP | USA | 16 Jun 2022
Relearning the ABCs: Delaware Court of Chancery Issues Rulings Making Clear That More Information Is Required in Bankruptcy-Alternative Proceedings
The Delaware Court of Chancery took the old maxim “justice delayed is justice denied” to heart recently when it denied a request for a stay of…
Seyfarth Shaw LLP | USA | 16 Jun 2022
Judge Posner Called It a “Racket”
A Federal Judge Pushes Back Against a Very Similar "Mootness Fee" Petition in Federal Merger Litigation In a recent decision from the United States…
Vinson & Elkins LLP | USA | 15 Jun 2022
Trending Liability Theories in Delaware SPAC-Related Litigation
In the wake of the wave of special purpose acquisition company (SPAC) deal activity in recent years, SPAC-related litigation is on the rise…
Shearman & Sterling LLP | USA | 14 Jun 2022
Delaware Court Of Chancery Issues Post-Trial Judgment In Favor Of Defendant, Rejecting Stockholder’s Section 220 Books And Records Demand
On June 1, 2022, Vice Chancellor Lori W. Will of the Delaware Court of Chancery entered judgment in favor of defendant retail company (the…
Skadden Arps Slate Meagher & Flom LLP | USA | 1 Jun 2022
In the Name of the Company: When Stockholders Interfere in the Boardroom
Takeaways Corporations can face a wave of stockholder actions purporting to enforce the corporations’ own legal rights, from books and records…
Skadden Arps Slate Meagher & Flom LLP | USA | 24 May 2022
Delaware Courts Continue To Enforce Unambiguous Advance Notice Bylaws, But Incumbent Director Conduct Remains Subject to Equitable Review
In early 2020, in BlackRock Credit Allocation Income Tr., et al. v. Saba Capital Master Fund, Ltd.,1 the Delaware Supreme Court reiterated that…
Skadden Arps Slate Meagher & Flom LLP | USA | 24 May 2022
Seventh and Ninth Circuits Split Over the Scope of Exclusive Forum Provisions
Earlier this year the United States Courts of Appeals for the Seventh and Ninth Circuits each addressed the question of whether an exclusive forum…
Skadden Arps Slate Meagher & Flom LLP | USA | 24 May 2022
In Appraisal Cases, Court of Chancery Increases Deal Price-based Valuation if Evidence Shows Pre-Closing Change
For the purposes of a statutory appraisal under Delaware law, a corporation’s fair value is determined “on the date of the merger” ― in other words…
Skadden Arps Slate Meagher & Flom LLP | USA | 24 May 2022
Gad-Zoox: Stockholders Obtain Books and Records Through Statutory Appraisal Proceeding, and Other Section 220 Developments
As discussed in prior issues, Delaware courts have recently refined and limited defenses to Section 220 books and records actions. No longer does a…
Skadden Arps Slate Meagher & Flom LLP | USA | 24 May 2022
Court of Chancery Continues to Reject Demand Futility Claims Post-Zuckerberg
In September 2021, in United Food and Commercial Workers Union v. Zuckerberg, the Delaware Supreme Court embraced the Court of Chancery’s suggestion…
