Jefferson E Bell

August 19, 2015 | Delaware Business Court Insider

In , 2015 Del. Ch. LEXIS 192 (Del. Ch. July 21, 2015), Vice Chancellor Sam Glasscock III rejected the plaintiffs' request that they be accorded "equitable standing" to pursue derivative claims and clarified that, absent well-pleaded facts reflecting a "wrong abhorrent to equity," there are no exceptions to the standing requirements for derivative actions set forth in 8 Del. C. Section 327.

By Aric H. Wu and Jefferson E. Bell

6 minute read

May 20, 2015 | Delaware Business Court Insider

In Calma v. Templeton, the Delaware Court of Chancery analyzed whether stockholder approval of a general "compensation plan subjects the self-interested payment of compensation to non-employee directors under such a plan to judicial review under a waste standard instead of an entire fairness standard."

By Jennifer H. Rearden, Jefferson E. Bell and Michael Marron

6 minute read

May 20, 2015 | Delaware Business Court Insider

In the Delaware Court of Chancery analyzed whether stockholder approval of a general "compensation plan subjects the self-interested payment of compensation to non-employee directors under such a plan to judicial review under a waste standard instead of an entire fairness standard."

By Jennifer H. Rearden, Jefferson E. Bell and Michael Marron

6 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

July 15, 2014 | Delaware Business Court Insider

On June 25, 2013, then-Chancellor Leo E. Strine Jr. of the Delaware Court of Chancery issued a widely discussed ruling in Boilermakers Local 154 Retirement Fund v. Chevron, 73 A.3d 934 (Del. Ch. 2013), in which he upheld as statutorily valid and contractually enforceable so-called "forum selection" bylaws that were unilaterally adopted by the boards of Chevron Corp. and Federal Express. The bylaws require all stockholder litigation relating to each company's internal affairs to be brought in Delaware, the state of incorporation for both. Given the explosion of multijurisdictional stockholder litigation over the past few years, many commentators predicted that Boilermakers would lead the boards of large and midsized corporations everywhere to adopt similar forum-selection bylaws and drive stockholder litigation away from other jurisdictions and into Delaware's courts. So what has happened in the year since Strine's decision?

By James L. Hallowell and Jefferson E. Bell

6 minute read

April 16, 2014 | Delaware Business Court Insider

In a recent opinion granting in part and denying in part a motion for summary judgment, Vice Chancellor John W. Noble provided guidance in Frank v. Elgamal, 2014 Del. Ch. LEXIS 37 (Del. Ch. Mar. 10, 2014), on what constitutes a control group in the context of a merger transaction and how the entire fairness and Revlon standards apply when there is a control group.

By Aric H. Wu and Jefferson E. Bell

6 minute read

January 16, 2013 | Delaware Business Court Insider

In two recent rulings, the Delaware Court of Chancery has provided important guidance on how so-called "don't ask, don't waive" standstill provisions - which can be utilized to encourage bidders to provide their best-offer bids during an auction - will be viewed in future litigation in Delaware. While the use of such provisions is necessarily guided by the fiduciary obligation of a target company board to obtain the best price reasonably available in an auction, the Chancery Court has recognized that "don't ask, don't waive" provisions can be an appropriate and effective tool in maximizing shareholder value in a board-run auction process.

By Brian M. Lutz and Jefferson E. Bell

5 minute read

January 15, 2013 | Delaware Business Court Insider

In two recent rulings, the Delaware Court of Chancery has provided important guidance on how so-called "don't ask, don't waive" standstill provisions - which can be utilized to encourage bidders to provide their best-offer bids during an auction - will be viewed in future litigation in Delaware. While the use of such provisions is necessarily guided by the fiduciary obligation of a target company board to obtain the best price reasonably available in an auction, the Chancery Court has recognized that "don't ask, don't waive" provisions can be an appropriate and effective tool in maximizing shareholder value in a board-run auction process.

By Brian M. Lutz and Jefferson E. Bell

5 minute read