July 29, 2020 | Delaware Business Court Insider
Court of Chancery Considers Bundled Assets and Rights of First RefusalIn the context of limited liability companies, a right of first refusal (ROFR) limits the ability of an equityholder to transfer equity to a third party without first offering other existing equityholders a right to match the third party's offer.
By Benyamin S. Ross, Mark H. Mixon Jr. and Reginald J. Glosson
7 minute read
April 08, 2020 | Delaware Business Court Insider
'Salzberg' Opens Door to Creativity in the 'Outer Band' of 'Intra-Corporate Affairs'This holding leaves the door open to Delaware corporations adopting additional charter provisions regulating such intra-corporate claims.
By James L. Hallowell, Mark H. Mixon, Jr. and Andrew Kuntz
7 minute read
May 15, 2019 | Delaware Business Court Insider
In 'Aruba Networks,' Del. High Court Emphasizes Deal Price as a Measure of Appraisal ValueIn '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
February 13, 2019 | Delaware Business Court Insider
Will 'Salzberg' Curtail Arbitration Provisions in Corporate Charters and Bylaws?The Court of Chancery's holding in Salzberg offers what might seem to be a cautious interpretation of the reach of Delaware corporate law.
By James L. Hallowell and Mark H. Mixon Jr.
7 minute read
September 26, 2018 | Delaware Business Court Insider
Chancery Reaffirms Safe Harbor for Directors' Reasonable Reliance on Expert AdviceLongstanding 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
June 15, 2017 | Delaware Business Court Insider
When Do Derivative Claims "Survive" Mergers—'Massey II' Adds ClarityM&A practitioners are regularly faced with the question of whether derivative claims will survive a merger after which the plaintiff will no longer be a stockholder.
By Adam H. Offenhartz, Jefferson E. Bell and Mark H. Mixon Jr.
6 minute read
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