Jennifer H Rearden Jefferson E Bell

Jennifer H Rearden Jefferson E Bell

May 15, 2019 | Delaware Business Court Insider

In 'Aruba Networks,' Del. High Court Emphasizes Deal Price as a Measure of Appraisal Value

In 'Verition Partners Master Fund v. Aruba Networks,' the Delaware Supreme Court considered whether the Delaware Court of Chancery abused its discretion in concluding that, as of the “effective date” of the merger between Aruba Networks Inc. and Hewlett-Packard Co., the “fair value” of Aruba was its unaffected market price.

By Jennifer H. Rearden, Jefferson E. Bell and Mark H. Mixon Jr.

7 minute read

June 13, 2018 | Delaware Business Court Insider

Chancery Court Rejects Demand Futility in Absence of Particularized Allegations

In Steinberg v. Bearden, the Delaware Chancery Court considered whether the Aronson or Rales test for demand futility should apply to a derivative claim for breach of fiduciary duty against directors who allegedly made false and misleading statements.

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

1 minute read

May 16, 2017 | Delaware Business Court Insider

Del. Supreme Court Clarifies, Applies Choice of Law to Multistate Disputes

In a recent decision, the Delaware Supreme Court considered the "fundamental question" of whether "Delaware courts are required to treat insurance contracts that are part of a broad insurance program as legal documents with meaning that varies substantially based on where each claim happens to arise."

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

12 minute read

May 25, 2016 | Delaware Business Court Insider

Further Guidance on Advancing Litigation Costs to Officers, Directors

In Hyatt v. Al-Jazeera America Holdings II, the Delaware Court of Chancery considered the extent to which a dispute must relate to an officer or director's corporate duties before advancement of costs is triggered.

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

14 minute read

May 20, 2015 | Delaware Business Court Insider

Stockholder Ratification of Compensation for Non-employee Directors

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

Stockholder Ratification of Compensation for Non-employee Directors

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