James G Mcmillan Iii

July 26, 2017 | Delaware Business Court Insider

In a case of first impression, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery ruled that Section 204 of the Delaware General Corporation Law cannot be used to validate an "unauthorized" corporate act.

By James G. McMillan III

8 minute read

December 07, 2016 | Delaware Business Court Insider

In several recent statutory appraisal actions, the Delaware Court of Chancery has concluded that the fair value of the corporation was equal to the agreed-upon deal price. However, in one recent appraisal action, Chancellor Andre G. Bouchard rejected the defendant corporation's argument that the merger consideration could be "relied upon by the court to set the appraisal value."

By James G. McMillan III

15 minute read

October 05, 2016 | Delaware Business Court Insider

In the now-familiar case, Corwin v. KKR Financial Holdings, 125 A.3d 304, 305-06 (Del. 2015), the Delaware Supreme Court affirmed the Court of Chancery's holding "that the business judgment rule is invoked as the appropriate standard of review for a post-closing damages action when a merger that is not subject to the entire fairness standard of review has been approved by a fully informed, uncoerced majority of the disinterested stockholders."

By James G. McMillan III

13 minute read

October 07, 2015 | Delaware Business Court Insider

In an unusual move, Vice Chancellor J. Travis Laster recently ruled from the bench at oral argument, dismissing a stockholder complaint challenging the acquisition of a company with a controlling stockholder. In In re Schawk Stockholders Litigation, C.A. No. 9510-VCL (Del. Ch. Sept. 15, 2015) (Transcript), the Delaware Court of Chancery found the controlling stockholder's interest in a sale of the company to a third party was aligned with the interests of the minority stockholders, and the decision to sell was protected by the business judgment rule. Although the vice chancellor expressed the view that the standard in any case involving a controlling stockholder should be enhanced scrutiny, he concluded the result in this case would be the same.

By James G. McMillan III

6 minute read

October 07, 2015 | Delaware Business Court Insider

In an unusual move, Vice Chancellor J. Travis Laster recently ruled from the bench at oral argument, dismissing a stockholder complaint challenging the acquisition of a company with a controlling stockholder. In In re Schawk Stockholders Litigation, C.A. No. 9510-VCL (Del. Ch. Sept. 15, 2015) (Transcript), the Delaware Court of Chancery found the controlling stockholder's interest in a sale of the company to a third party was aligned with the interests of the minority stockholders, and the decision to sell was protected by the business judgment rule. Although the vice chancellor expressed the view that the standard in any case involving a controlling stockholder should be enhanced scrutiny, he concluded the result in this case would be the same.

By James G. McMillan III

6 minute read

July 01, 2015 | Delaware Business Court Insider

Discovery missteps often lead to costly and time-consuming motion practice, and may result in charges of spoliation, whether unintentional or otherwise. Unfortunately, spoliation of evidence in e-discovery has become a recurring theme in the Court of Chancery.

By James G. McMillan III and Joseph A. Tate Jr.

9 minute read

July 01, 2015 | Delaware Business Court Insider

Discovery missteps often lead to costly and time-consuming motion practice, and may result in charges of spoliation, whether unintentional or otherwise. Unfortunately, spoliation of evidence in e-discovery has become a recurring theme in the Court of Chancery.

By James G. McMillan III and Joseph A. Tate Jr.

9 minute read

April 01, 2015 | Delaware Business Court Insider

A recent opinion from the Delaware Court of Chancery raised, but left unanswered, the question of whether common stockholders may contractually waive their statutory rights to an appraisal of shares by the court following a short-form merger.

By James G. McMillan III

6 minute read

April 01, 2015 | Delaware Business Court Insider

A recent opinion from the Delaware Court of Chancery raised, but left unanswered, the question of whether common stockholders may contractually waive their statutory rights to an appraisal of shares by the court following a short-form merger.

By James G. McMillan III

6 minute read