Albert H Manwaring Iv

December 20, 2017 | Delaware Business Court Insider

Neither the Delaware Supreme Court, nor other Delaware state courts have “articulated a specific test” to analyze whether to stay a civil case based on the pendency of a criminal case or investigation.

By Albert H. Manwaring IV

5 minute read

October 26, 2017 | Delaware Business Court Insider

Wilmington Trust serves as the sole trustee for certain du Pont Family Trusts established in the 1940s and 1950s. For many years, Wilmington Trust…

By Albert H. Manwaring IV

6 minute read

August 09, 2017 | Delaware Business Court Insider

The predominant approach in most jurisdictions to determine whether the dismissal of a derivative action based on the failure to adequately plead demand futility bars re-litigation of this issue in a subsequent derivative action brought by a different stockholder plaintiff is to apply the traditional legal test for issue preclusion.

By Albert H. Manwaring IV

18 minute read

June 21, 2017 | Delaware Business Court Insider

Under a Delaware Supreme Court's decision, business judgment review applies to cleanse a fiduciary challenge to a noncontrol transaction that was approved by an uncoerced, fully informed, disinterested stockholder vote.

By Albert H. Manwaring IV

6 minute read

June 15, 2017 | Delaware Business Court Insider

Under the Delaware Supreme Court's decision in Corwin v. KKR Financial Holdings, 125 A.3d 304 (Del. 2015), business judgment review applies to cleanse a fiduciary challenge to a noncontrol transaction that was approved by an uncoerced, fully-informed, disinterested stockholder vote.

By Albert H. Manwaring IV

6 minute read

April 12, 2017 | Delaware Business Court Insider

Investment bankers play a central role in the exploration, evaluation, selection and implementation of strategic alternatives for Delaware companies.

By Albert H. Manwaring IV

12 minute read

February 14, 2017 | Delaware Business Court Insider

A Delaware Supreme Court decision reaffirmed the power of fully-informed, uncoerced, disinterested stockholder approval to immunize M&A transactions against stockholder challenge.

By Albert H. Manwaring IV

10 minute read

December 21, 2016 | Delaware Business Court Insider

Buyers unhappy with the performance of a company or assets purchased frequently assert claims that the seller fraudulently induced the purchase by providing false information of the value of the company or assets in the sale process.

By Albert H. Manwaring IV

11 minute read

September 14, 2016 | Delaware Business Court Insider

In an appraisal proceeding under Section 262 of the Delaware General Corporation Law, the Delaware Court of Chancery determines the "fair value" of a company's "shares exclusive of any element arising from the accomplishment or expectation of the merger."

By Albert H. Manwaring IV

12 minute read

July 27, 2016 | Delaware Business Court Insider

The Delaware Supreme Court held in Corwin v. KKR Financial Holdings, that "when a transaction not subject to the entire fairness standard is approved by a fully-informed, un-coerced vote of the disinterested stockholders, the business judgment rule applies," even when a stockholder vote is statutorily required and the transaction is otherwise subject to the Revlon, 125 A.3d 304, 308-09 (Del. 2015),standard of review. Subsequently, on May 6, the Delaware Supreme Court clarified in Singh v. Attenborough, that the business judgment rule applies irrebuttably to review of a transaction approved by a vote of the majority of the outstanding, fully-informed, uncoerced, disinterested stockholders. Therefore, in Attenborough, the Supreme Court concluded that this standard of review insulates the transaction from challenge, except on the ground of waste—which typically results in dismissal because stockholders are unlikely to approve a "wasteful" transaction where directors are irrationally squandering or giving away corporate assets.

By Albert H. Manwaring IV

12 minute read