P Clarkson Collins Jr

July 21, 2021 | Delaware Business Court Insider

The contractual nature of limited liability companies and their often closely-held membership can pose significant pleading challenges, however, when a member feels aggrieved by the alleged misconduct of another LLC member or manager and must decide whether the asserted claims are derivative or direct.

By P. Clarkson Collins Jr.

6 minute read

March 10, 2021 | Delaware Business Court Insider

In a recent post-trial decision the Delaware Court of Chancery upheld a stockholder challenge to a "poison pill" rights plan adopted by The Williams Companies' board of directors, declaring the plan unenforceable and issuing a mandatory injunction against its continued operation.

By P. Clarkson Collins Jr.

7 minute read

August 26, 2020 | Delaware Business Court Insider

The Delaware Court of Chancery's latest decision in the Manti Holdings v. Authentix Acquisition, stockholder appraisal litigation provides additional clarity about the ability of corporate constituents to modify by agreement the rights associated with the statutory appraisal remedy, 8 Del. C. Section 262.

By P. Clarkson Collins Jr.

4 minute read

April 15, 2020 | Delaware Business Court Insider

In a recent Court of Chancery opinion, Vice Chancellor Joseph Slights rejected the plaintiff's effort to recharacterize what was essentially an inadequate Caremark claim into a self-interested, unfair dealing claim against the board arising from its termination of a CEO accused of sexual misconduct.

By P. Clarkson Collins Jr.

5 minute read

January 22, 2020 | Delaware Business Court Insider

At the pleading stage the Delaware Court of Chancery found the allegations of a control group sufficient to preclude a Corwin defense, even though there was no formal agreement between the stockholders or a full alignment of interests.

By P. Clarkson Collins Jr.

5 minute read

July 17, 2019 | Delaware Business Court Insider

An “allegation that a transaction involves a controlling stockholder who stands on both sides is a serious one because it imposes fiduciary duties on the controlling stockholder and potentially strips directors of the deferential business judgment rule.”

By P. Clarkson Collins Jr.

6 minute read

November 14, 2018 | Delaware Business Court Insider

The Delaware Supreme Court's two recent decisions in Dell and DFC strongly endorsed the application of market efficiency principles in appraisal actions, and gave virtually controlling weight to the deal price as the “best evidence” of a company's fair value where a robust sales process was conducted against the backdrop of a well-functioning market for the target's stock.

By P. Clarkson Collins Jr.

6 minute read

May 17, 2018 | Delaware Business Court Insider

The Delaware Supreme Court recently issued an important decision clarifying Delaware's forum non conveniens FNC law in Hupan v. Philip Morris USA.

By P. Clarkson Collins Jr.

1 minute read

February 14, 2018 | Delaware Business Court Insider

The Delaware Supreme Court recently issued an important corporate law decision addressing issue preclusion in the context of multiple shareholder derivative actions.

By P. Clarkson Collins Jr.

6 minute read

September 13, 2017 | Delaware Business Court Insider

Corporate practitioners have been closely following developments in Delaware's shareholder appraisal litigation.

By P. Clarkson Collins Jr.

6 minute read