William Savitt

June 02, 2014 | National Law Journal

Delaware Supreme Court decision on loser-pay provisions prompts calls for new legislation.

By William Savitt

5 minute read

March 05, 2014 | Delaware Business Court Insider

Labels matter. Under Delaware law, few labels are more consequential than that of "controlling stockholder." Controllers, unlike other stockholders, owe fiduciary duties to their fellow stockholders, and—as the decisions in In re John Q. Hammons Hotels Shareholder Litigation,C.A. No. 758-CC (Del. Ch. Oct. 2, 2009), and, more recently, Southeastern Pennsylvania Transportation Authority v. Volgenau, C.A. No. 6354-VCN (Del. Ch. Apr. 5, 2013), showed—their presence in even a third-party transaction can affect the standard of review applied to such a transaction.

By William Savitt and Ryan A. McLeod

6 minute read

February 10, 2014 | National Law Journal

The appraisal rights of shareholders that object to mergers and acquisitions are gaining strength.

By William Savitt

5 minute read

August 22, 2011 | National Law Journal

Court leveled particular criticism at agency's analysis of the costs and frequency of contests likely to occur under the rules.

By William Savitt

8 minute read

November 12, 2012 | National Law Journal

Standard of review for challenge to transaction involving self-dealing by controlling shareholder is entire fairness.

By William Savitt

8 minute read

February 16, 2009 | National Law Journal

In an instructive coda to the most recent M&A boom, the Delaware Court of Chancery has validated a controversial transaction structure popular with private equity buyers. The narrow lesson of Alliance Data Systems Corp. v. Blackstone Capital Partners V L.P. is that the liability-cabining structure often used in going-private deals will be respected. But the broader point, still keenly relevant as troubled deals work their way through the courts, is that clear merger agreements will be enforced as written.

By William Savitt

9 minute read

June 16, 2010 | Delaware Law Weekly

The explosion in stockholder litigation challenging merger transactions in recent years has given rise to a knotty problem for transaction planners: stockholder actions seeking to enjoin signed deals under the law of the target company's state of incorporation -- often Delaware -- that are brought in the courts of another state (typically that of the target's headquarters) or, even more often, in both states simultaneously.

By William Savitt

7 minute read

September 16, 2013 | National Law Journal

Recent decisions are putting the brakes on repetitive litigation stemming from corporate mergers.

By William Savitt

7 minute read

November 17, 2008 | National Law Journal

The right of shareholders to elect boards of directors and to approve or reject fundamental corporate changes has always been an important incident of stock ownership and a significant feature of corporate governance in the U.S. But "empty voting" — in which corporate votes are cast by investors without any economic stake in the corporation — now risks undermining the theoretical rationale for the stockholder vote.

By William Savitt / Special to The National Law Journal

12 minute read

April 22, 2013 | National Law Journal

In suit over botox, it says Chancery is bound by California ruling, and fast filers can be adequate representatives.

By William Savitt

7 minute read