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16 results found


Pillsbury | USA | 2 Aug 2017

Your Broker May Be Wrong: Why Your D&O Policies Should Cover Delaware Appraisal Proceedings

It’s now accepted wisdom that virtually all public company mergers and acquisitions will be challenged with at least one lawsuitover 95 of them are


Skadden Arps Slate Meagher & Flom LLP | USA | 7 Jun 2017

Inside the Courts - An Update From Skadden Securities Litigators

This quarter's issue includes summaries and associated court opinions of selected cases principally decided between February 2017 and April 2017. The


Weil Gotshal & Manges LLP | USA | 6 Jul 2016

Court of Chancery’s Volcano Decision Extends Corwin Rule to Two-Step Mergers

The Delaware Court of Chancery’s June 30, 2016 decision in In re Volcano Corporation Stockholder Litigation, C.A. No. 10485-VCMR, extends to a


Clayton Utz | USA, Australia | 21 Nov 2013

Ok, it's a bit of an extreme example, but a salutary warning for directors with overseas projects

On 27 August 2013 the Australian Securities and Investments Commission (ASIC) published Report 368 "Emerging market issuers" addressing the


Mintz | USA | 9 Jan 2012

Distressed claims trading: insider trading may lead to disallowance of bankruptcy claims and breach of fiduciary duties

In a significant expansion of the potential risk for distressed claims traders, the Delaware bankruptcy court has recently ruled that traders who engage in insider trading may have their claims subordinated to equity, and that traders who amass claims sufficient to block a plan of reorganization owe fiduciary duties to all other creditors and shareholders during plan negotiations.


Ropes & Gray LLP | USA | 22 Sep 2011

WaMu court allows equity committee to pursue “equitable disallowance” of noteholder claims based on allegations of insider trading

On September 13, 2011, Judge Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware granted standing for an equity committee in In re Washington Mutual, Inc. (“WaMu”) to seek “equitable disallowance” of claims held by noteholders that had traded claims after engaging in negotiations with WaMu over the terms of a global restructuring.


Pepper Hamilton LLP | USA | 8 Jun 2011

Verifone stockholder plaintiffs finish out of the money in Calif., win pyrrhic victory in Delaware

A classic race to the courthouse ended in March of this year without a winner.


Potter Anderson & Corroon LLP | USA | 4 Apr 2011

Opportunity Partners L.P. v. BlackRock New York Municipal Bond Trust, C.A. No. 6255-VCN (Del. Ch. Mar. 30, 2011) (Noble, V.C.)

In this letter opinion, the Court of Chancery denied the defendants' motion for expedited proceedings where the defendants, investment companies organized as Delaware statutory trusts (the "Funds") and their trustees (together with the Funds, the "Defendants"), failed to demonstrate a material risk that they would suffer irreparable harm in the absence of an expedited trial.


Alston & Bird LLP | USA | 9 Jun 2010

Fletcher v. ION: Delaware builds on string of cases regarding duties to preferred stockholders

Following a line of recent cases addressing fiduciary duties owed to preferred stockholders (including, e.g., Nemec v. Shrader, In re Trados S’holders Litig. and LC Capital Master Fund, Ltd. (QuadraMed) v. James), the Delaware chancery court confirmed in Fletcher International, Ltd. v. ION Geophysical Corporation, et al that a preferred shareholder may not maintain both contractual and fiduciary duty claims arising out of the same set of facts unless the fiduciary duty claims are based on duties and rights not provided for by contract.


Potter Anderson & Corroon LLP | USA | 4 Jun 2010

Fletcher Int’l, Ltd. v. Ion Geophysical Corp., C.A. No. 5109-vcp (Del. Ch. May 28, 2010) (Parsons, V.C.)

This decision involves a breach of contract claim and breach of fiduciary duty claim stemming from the issuance of a promissory note (the "Note") by ION International S àr l ("ION S àr l"), a wholly-owned subsidiary of ION Geophysical Corporation ("ION").

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