December 23, 2015 | Delaware Business Court Insider
Preservation of Option to Pursue Claim Not Threatened ActionBuyers and sellers and their counsel allocate risk in stock purchase or merger agreements.
By Lewis H. Lazarus
5 minute read
December 23, 2015 | Delaware Business Court Insider
Preservation of Option to Pursue Claim Not Threatened ActionBuyers and sellers and their counsel allocate risk in stock purchase or merger agreements.
By Lewis H. Lazarus
5 minute read
November 04, 2015 | Delaware Business Court Insider
Merger Price Is Best Evidence of Fair Value in Appraisal ActionThe practice of a hedge fund buying shares in a Delaware corporation upon the announcement of a cash-out merger to then exercise appraisal rights, sometimes referred to as “appraisal arbitrage,” has generated controversy.
By Lewis H. Lazarus
5 minute read
November 04, 2015 | Delaware Business Court Insider
Merger Price Is Best Evidence of Fair Value in Appraisal ActionThe practice of a hedge fund buying shares in a Delaware corporation upon the announcement of a cash-out merger to then exercise appraisal rights, sometimes referred to as “appraisal arbitrage,” has generated controversy.
By Lewis H. Lazarus
5 minute read
September 16, 2015 | Delaware Business Court Insider
Chancery Dismisses Complaint for Failure to Allege NoncomplianceA principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties.
By Lewis H. Lazarus
6 minute read
September 16, 2015 | Delaware Business Court Insider
Chancery Dismisses Complaint for Failure to Allege NoncomplianceA principal difference between alternative entities and corporations under Delaware law is the ability in the former to modify or eliminate fiduciary duties.
By Lewis H. Lazarus
6 minute read
June 10, 2015 | Delaware Business Court Insider
'Cornerstone' Decision Reinforces Del. Corporate Law Bedrock PrinciplesDelaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought not be the basis of personal liability in monetary damages. To subject directors who are independent of interested parties and who themselves receive no benefit in a transaction not otherwise shared with public stockholders would discourage quality individuals from serving on boards or committees of Delaware corporations and likely also reduce appropriate risk-taking.
By Lewis H. Lazarus
6 minute read
June 10, 2015 | Delaware Business Court Insider
'Cornerstone' Decision Reinforces Del. Corporate Law Bedrock PrinciplesDelaware law has long provided that the decisions of disinterested and independent directors who receive no special benefit from a transaction ought not be the basis of personal liability in monetary damages. To subject directors who are independent of interested parties and who themselves receive no benefit in a transaction not otherwise shared with public stockholders would discourage quality individuals from serving on boards or committees of Delaware corporations and likely also reduce appropriate risk-taking.
By Lewis H. Lazarus
6 minute read
April 21, 2015 | Delaware Business Court Insider
Chancery Applies Contract Principles in Preferred-Shares DisputeIn Choupak v. Rivkin, C.A. No. 7000-VCL (Del. Ch. April 6, 2015), the Delaware Court of Chancery concluded after a trial that the defendant and counterclaim-plaintiff, Vladimir Rivkin, forged documents, lied about exercising options, verified interrogatory responses and pleadings that he knew contained falsehoods, and testified falsely in deposition and at trial.
By Lewis H. Lazarus
5 minute read
April 21, 2015 | Delaware Business Court Insider
Chancery Applies Contract Principles in Preferred-Shares DisputeIn , C.A. No. 7000-VCL (Del. Ch. April 6, 2015), the Delaware Court of Chancery concluded after a trial that the defendant and counterclaim-plaintiff, Vladimir Rivkin, forged documents, lied about exercising options, verified interrogatory responses and pleadings that he knew contained falsehoods, and testified falsely in deposition and at trial.
By Lewis H. Lazarus
5 minute read
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