P Clarkson Collins Jr

March 30, 2017 | Delaware Business Court Insider

Persuaded by the arguments of the appellant noteholders, the Delaware Supreme Court ruled that two fee-shifting provisions in the promissory notes entitled them to recover attorney fees the noteholders incurred filing suit to secure warrants issuable under the notes.

By P. Clarkson Collins Jr.

9 minute read

December 29, 2016 | Delaware Business Court Insider

The derivative complaint alleged that Zynga's CEO, Chairman and controlling stockholder Mark Pincus, along with certain other top managers and directors were given an exception from the company's standing rule preventing insider sales until three days after an earnings announcement.

By P. Clarkson Collins Jr.

11 minute read

November 09, 2016 | Delaware Business Court Insider

A recent decision by Vice Chancellor Joseph R. Slights III represents the latest Delaware Court of Chancery decision to rely on the business judgment standard of review to dismiss a Revlon challenge to a cash-out merger.

By P. Clarkson Collins Jr.

11 minute read

September 21, 2016 | Delaware Business Court Insider


Corporations sued in Delaware and subject to jurisdiction here sometimes employ the doctrine of forum non conveniens (FNC) to seek dismissal of the litigation if defending here would create an overwhelming hardship. In a recent decision from Delaware's Superior Court,

By P. Clarkson Collins Jr.

9 minute read

August 03, 2016 | Delaware Business Court Insider

With the rise of appraisal arbitrage, an increasing number of appraisal petitions and an increase in the size of appraisal classes, corporate practitioners have closely followed recent appraisal decisions in the Delaware Court of Chancery.

By P. Clarkson Collins Jr.

11 minute read

June 14, 2016 | Delaware Business Court Insider

Delaware law has long made clear that the price established for a company in a market transaction, while a relevant factor, does not necessarily equate to the fair value that shareholder claimants are entitled to receive in an appraisal proceeding.

By P. Clarkson Collins Jr.

14 minute read

April 27, 2016 | Delaware Business Court Insider

The Delaware Supreme Court overturned its long-standing precedent in Sternberg v. O'Neill, 550 A.2d 1105 (Del. 1988), and ruled that a foreign corporation's registration to do business in Delaware and related appointment of a registered agent for the acceptance of service of process did not subject the corporation to general jurisdiction in Delaware, in Genuine Parts v. Cepec, No. 528, 2015 (Del. Supr. April 18, 2016).

By P. Clarkson Collins Jr.

10 minute read

March 16, 2016 | Delaware Business Court Insider

Business contracts frequently contain remedy clauses whereby the parties agree that a breach constitutes irreparable harm entitling the nonbreaching party to specific performance or injunctive relief to enforce the agreement.

By P. Clarkson Collins Jr.

4 minute read

January 20, 2016 | Delaware Business Court Insider

A recent opinion containing the report and recommendation of the magistrate judge in the U.S. District Court for the District of Delaware, In re Chemed Shareholder Derivative Litigation, C.A. No. 13-1854-LPS-CJB (D.Del. Dec. 23, 2015), well illustrates the accepted wisdom that a Caremark claim is "possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment."

By P. Clarkson Collins Jr.

8 minute read

January 20, 2016 | Delaware Business Court Insider

A recent opinion containing the report and recommendation of the magistrate judge in the U.S. District Court for the District of Delaware, C.A. No. 13-1854-LPS-CJB (D.Del. Dec. 23, 2015), well illustrates the accepted wisdom that a Caremark claim is "possibly the most difficult theory in corporation law upon which a plaintiff might hope to win a judgment."

By P. Clarkson Collins Jr.

8 minute read