Brian M Lutz

November 11, 2020 | Delaware Business Court Insider

Vice Chancellor Morgan T. Zurn's recent decision in Rudd v. Brown reaffirms longstanding Delaware law protecting director decision-making in M&A transactions, even where Revlon duties apply and an activist has threatened the board members with a proxy campaign.

By Brian M. Lutz and Colin B. Davis

7 minute read

November 13, 2019 | Delaware Business Court Insider

Whether a letter to a board is a "demand" matters under Delaware law because it dictates the standard that applies in stockholder-derivative litigation that may arise out of the issues raised in the letter.

By Brian M. Lutz and Jason H. Hilborn

6 minute read

September 26, 2018 | Delaware Business Court Insider

Longstanding Delaware law not only entitles but encourages directors to rely in good faith on corporate officers and expert advisers for advice, information, and specialized expertise.

By Brian M. Lutz and Mark H. Mixon Jr.

5 minute read

October 18, 2017 | Delaware Business Court Insider

As has been widely reported, for the first time in 15 years, Delaware has been dethroned as the nation's top court system according to a recent survey, which sought to explore “how fair and reasonable the states' liability systems are perceived to be by U.S. businesses.”

By Brian M. Lutz and Colin B. Davis

15 minute read

February 24, 2016 | Delaware Business Court Insider

By now, virtually every Delaware practitioner, adviser to companies incorporated in Delaware, and observer of Delaware law and practice is aware of the recent Delaware Court of Chancery decisions criticizing and arguably doing away with the once standard practice of settling lawsuits challenging mergers and acquisitions transactions through "disclosure-only" settlements.

By Brian M. Lutz and Vivek Gopalan

6 minute read

July 15, 2015 | Delaware Business Court Insider

In Delaware Court of Chancery Chancellor Andre G. Bouchard's first opinion in an appraisal action, he awarded the stockholder plaintiff nearly $16 million more for his shares than the merger consideration.

By Brian M. Lutz and Jessica Sommer

5 minute read

July 15, 2015 | Delaware Business Court Insider

In Delaware Court of Chancery Chancellor Andre G. Bouchard's first opinion in an appraisal action, he awarded the stockholder plaintiff nearly $16 million more for his shares than the merger consideration.

By Brian M. Lutz and Jessica Sommer

5 minute read

February 17, 2015 | Delaware Business Court Insider

In a recent ruling, the Delaware Court of Chancery underscored the hurdles that petitioners face in gaining above-market compensation for their shares in an appraisal action when the underlying company was public and sold in a "robust" auction process.

By Brian M. Lutz and Jefferson E. Bell

5 minute read

February 17, 2015 | Delaware Business Court Insider

In a recent ruling, the Delaware Court of Chancery underscored the hurdles that petitioners face in gaining above-market compensation for their shares in an appraisal action when the underlying company was public and sold in a "robust" auction process.

By Brian M. Lutz and Jefferson E. Bell

5 minute read

March 19, 2014 | Delaware Business Court Insider

On Feb. 12, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery issued a ruling preventing an appraisal defendant from "prepaying" a portion of the merger consideration to an appraisal petitioner in order to lessen the interest payment due on the ultimate award. The decision, Huff Fund Investment Partnership v. CKx, Civil Action No. 6844-VCG (Del. Ch. Feb. 12, 2014), protects a key leverage point for stockholders exercising their statutory appraisal rights, including those engaged in so-called appraisal "arbitrage"—the right to receive significant interest on top of an appraisal award.

By Brian M. Lutz and Nancy E. Hart

5 minute read