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Fried Frank M&APE Quarterly April 2018
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • April 18 2018

In March 2018, the Court of Chancery issued several decisions that highlighted that a minority stockholder that is viewed by the court as having a


Delaware M&A Quarterly - Spring 2018
  • Paul, Weiss, Rifkind, Wharton & Garrison LLP
  • USA
  • April 6 2018

In the first quarter of 2018, the Delaware Court of Chancery issued two appraisal decisions, and the Delaware Supreme Court affirmed an earlier


Delaware Supreme Court Changes Conversation on Director Compensation
  • Cooley LLP
  • USA
  • March 30 2018

In recent years, there has been an increase in Delaware breach of fiduciary duty claims (including stockholder demands and actual cases) asserted


Boards of Directors May Be Required to Disclose Reasons Behind a Director's Vote Abstention
  • Pepper Hamilton LLP
  • USA
  • March 28 2018

In a recent decision by the Delaware Supreme Court, Appel v. Berkman, No. 316, 2017 (Del. Feb. 20), the court held that a board's failure to include


M&A Update: A Trio of Recent Delaware Decisions Discount Deal Price In Appraisal Litigation
  • Cadwalader Wickersham & Taft LLP
  • USA
  • March 26 2018

In a trio of recent appraisal decisions, Delaware courts declined to use the deal price as the best evidence of fair value, instead using discounted


Delaware Supreme Court Elaborates Upon When a Shareholder Vote Is Fully Informed
  • Seyfarth Shaw LLP
  • USA
  • March 20 2018

In 2016, the Board of Directors of a company that was the target of a tender offer (the “Company”) voted in favor of the Company’s sale to Apollo


Delaware Supreme Court Affirms Delaware Court Of Chancery’s Dismissal Of Fiduciary Duty Breach Claims, Finding Non-Exculpated Claim Inadequately Pled
  • Shearman & Sterling LLP
  • USA
  • March 20 2018

On March 15, 2018, the Supreme Court of Delaware affirmed the Delaware Court of Chancery’s dismissal of a putative stockholder class action asserting


When Appraisal is Likely to Be Below the Deal Price in Arm’s-Length Mergersand When It is Not The Meaning of Aruba, AOL and SWS
  • Fried Frank Harris Shriver & Jacobson LLP
  • USA
  • March 14 2018

Since the Delaware Supreme Court issued its landmark Dell appraisal decision in December 2017, the Delaware courts have issued three appraisal


Updated Guidance (and Ground Rules) for Controlling Stockholder Deals
  • Ropes & Gray LLP
  • USA
  • March 7 2018

The Delaware Supreme Court’s 2014 decision in Kahn v. M&F Worldwide Corp. (“MFW”)1 provided business judgment rule protection for controlling


Delaware Supreme Court Confirms All Material Facts Must be Disclosed to Receive Corwin Business Judgment Rule "Cleansing" Effect
  • White & Case LLP
  • United Kingdom
  • March 1 2018

The Delaware Supreme Court has reversed the Delaware Court of Chancery's earlier dismissal of a stockholder challenge to the sale of Diamond Resorts