Brett M Mccartney

December 27, 2017 | Delaware Business Court Insider

In one of the most anticipated opinions of 2017, Delaware's Supreme Court reversed the Court of Chancery's appraisal decision valuing Dell, Inc.'s shares after its management-led buyout in 2013. In its unanimous en banc decision, the Supreme Court ruled that the Court of Chancery abused its discretion by relying exclusively on its own discounted cash flow (DCF) analysis while affording no weight to the transaction price when valuing the company's shares at the time of its 2013 going-private merger.

By Brett M. McCartney

5 minute read

November 01, 2017 | Delaware Business Court Insider

Books and records actions are heralded as the “tools at hand” for litigators pursuing shareholder claims against a corporation.

By Brett M. McCartney

5 minute read

August 23, 2017 | Delaware Business Court Insider

The Delaware Court of Chancery has declined to compel the production of attorney-client privileged documents in a books-and-records action.

By Brett M. McCartney

5 minute read

June 28, 2017 | Delaware Business Court Insider

In , one of Delaware's largest appraisal litigations in history, the Delaware Court of Chancery held that the deal price in PetSmart Inc.'s going-private transaction was the best evidence of fair value.

By Brett M. McCartney

6 minute read

May 03, 2017 | Delaware Business Court Insider

After a series of successful applications of the Corwin doctrine in Delaware's Court of Chancery, a plaintiff has finally survived a motion to dismiss where Corwin was applied.

By Brett M. McCartney

11 minute read

March 01, 2017 | Delaware Business Court Insider

Delaware law entrusts the management of a corporation to its board of directors. Not surprisingly, circumstances arise where a consensus among directors cannot be reached on major decisions impacting a company.

By Brett M. McCartney

13 minute read

December 07, 2016 | Delaware Business Court Insider

In GAMCO Asset Management v. iHeartMedia, Delaware's Court of Chancery considered claims that a controlling stockholder's liquidity needs created conflicts in otherwise arm's-length transactions with third parties.

By Brett M. McCartney

11 minute read

October 19, 2016 | Delaware Business Court Insider

Appraisal litigation has been a topic at the forefront of the minds of many legal practitioners over the past few years. Recently, amendments to Section 262 of Delaware's General Corporation Law went into effect that were effectuated to eliminate de minimis appraisal claims while also allowing companies to make a pre-judgment payment to dissenting stockholders to reduce interest costs in connection with appraisal litigation. The Delaware Court of Chancery authored several opinions concerning appraisal arbitrage and the technical requirements of Section 262. There have even been unique appraisal cases where the court discussed the circumstances surrounding the proposed settlement of only factions of the appraisal class.

By BRETT M. McCARTNEY

11 minute read

August 31, 2016 | Delaware Business Court Insider

Advancement and indemnification rights are vital in attracting the best and brightest individuals to serve as managers of Delaware entities.

By Brett M. McCartney

12 minute read

July 13, 2016 | Delaware Business Court Insider

It is often said that Delaware limited liability companies are creatures of contract. Drafters of LLC agreements have the freedom to craft an LLC that best suits their goals.

By Brett M. McCartney

11 minute read