Albert H Manwaring Iv

December 03, 2014 | Delaware Business Court Insider

Delaware courts have consistently recognized that disputes challenging corporate defensive measures are ripe for review when the defensive measures have a substantial deterrent effect on the ability of stockholders to exercise their rights.

By Albert H. Manwaring IV

7 minute read

October 22, 2014 | Delaware Business Court Insider

The 2013 amendments to the Delaware General Corporation Law (DGCL) added new Sections 204 and 205, which set forth self-help procedures for a corporation to ratify, and vest the Court of Chancery with jurisdiction to validate, defective corporate acts, including the invalid issuance of stock, that might otherwise be void or voidable due to noncompliance with the DGCL or a corporation's organizational documents. These new sections were enacted in response and to overturn Delaware case law that held unauthorized corporate acts were void or voidable despite equitable considerations. (See, e.g., STAAR Surgical v. Waggoner, 588 A.2d 1130 (Del. 1991).) New Section 205 confers jurisdiction on the Court of Chancery to determine the validity of any corporate act or transaction, any stock, or right or option to acquire stock. Sections 204 and 205 became effective April 1.

By Albert H. Manwaring IV

6 minute read

September 17, 2014 | Delaware Business Court Insider

In In re 3Com Shareholders Litigation, C.A. No. 16721 (Del. Ch. October 25, 1999), the Delaware Court of Chancery emphasized that "when the shareholders knowingly set the parameters of the plan, approved it in advance, and directors implemented the plan according to its terms ... precedent in [the Court of Chancery] clearly establishes that ... director transactions made under a stock option plan approved by the corporation's shareholders are entitled to the benefit of the business judgment rule."

By Albert H. Manwaring IV

6 minute read

August 13, 2014 | Delaware Business Court Insider

In Garner v. Wolfinbarger, 430 F.2d 1093 (5th Cir. 1970), the U.S. Court of Appeals for the Fifth Circuit recognized a fiduciary exception to the attorney-client privilege "where the corporation is in suit against its stockholders on charges of acting inimically to stockholder interests, protection of those interests as well as those of the corporation and of the public require that the availability of the privilege be subject to the right of the stockholders to show cause why it should not be invoked in the particular instance."

By Albert H. Manwaring IV

7 minute read

July 09, 2014 | Delaware Business Court Insider

While not adhering to the first-to-file rule, Delaware courts have long recognized that a stay of an action in favor of another action may be appropriate in the interests of comity and judicial efficiency when there is identity of the parties and issues in the two actions.

By Albert H. Manwaring IV

5 minute read

June 04, 2014 | Delaware Business Court Insider

Section 220 of the Delaware General Corporation Law permits a stockholder to inspect the books and records of a corporation, provided that the demand for inspection meets certain form and manner requirements, and the inspection is sought for a proper purpose—e.g., one reasonably related to the interests of stockholders.

By Albert H. Manwaring IV

9 minute read

April 30, 2014 | Delaware Business Court Insider

In a comprehensive analysis of the standards of review, burdens of proof and potential damages implicated in a fiduciary-duty challenge to a squeeze-out merger, the Delaware Court of Chancery recently examined the harsh potential consequences for controlling shareholders who manipulate special board committees, the fairness opinions of their financial advisers, and proxy materials concerning the value of a company.

By Albert H. Manwaring IV

9 minute read

March 26, 2014 | Delaware Business Court Insider

Investment bankers seeking to profit as both adviser to the seller and financier to the buyer in corporate sales processes have faced increased scrutiny by the Delaware Court of Chancery over the last few years.

By Albert H. Manwaring IV

9 minute read

February 19, 2014 | Delaware Business Court Insider

In contrast to many jurisdictions that have recognized special fiduciary duties owed by majority stockholders to protect minority stockholders in closely held corporations, Delaware courts have not adopted a special fiduciary duty of a controlling or majority stockholder to minority stockholders in closely held corporations, or a fiduciary duty to buy back a minority stockholder's shares.

By Albert H. Manwaring IV

6 minute read

January 15, 2014 | Delaware Business Court Insider

Section 220 of the Delaware General Corporation Law permits a stockholder to inspect the books and records of a corporation, provided that the demand for inspection meets certain form and manner requirements, and the inspection is sought for a proper purpose—one reasonably related to the interests of stockholders.

By Albert H. Manwaring IV

7 minute read