Delaware Business Court Insider | Commentary
By Kate A. Mahoney and Christopher B. Chuff | March 28, 2018
In a recent decision by the Delaware Supreme Court, Appel v. Berkman, the court held that a board's failure to include information about the chairman of the board's reasons for abstaining on the vote rendered the proxy statement materially misleading.
Delaware Business Court Insider | News
By Tom McParland | March 23, 2018
The deal, however, did not set aside money to compensate Harvey Weinstein's accusers—a key aspect of earlier, and ultimately unsuccessful, negotiations between New York's attorney general and a group of interested buyers.
Delaware Business Court Insider | Commentary
By Robert B. Little and Eric B. Pacifici | March 14, 2018
The Delaware Court of Chancery recently issued an opinion that offers useful guidance for parties seeking to draft joint venture exit provisions.
Delaware Business Court Insider | Commentary
By K. Tyler O'Connell | March 14, 2018
In Arch Insurance v. Murdock, a D&O insurance coverage dispute, the Superior Court's complex commercial litigation division reasoned broadly to hold that, absent a contrary choice of law clause, Delaware law applies to Delaware corporations' D&O insurance policies, and that Delaware public policy does not prohibit insuring losses from insureds' breaching the fiduciary duty of loyalty through fraudulent conduct.
Delaware Business Court Insider | Commentary
By Lewis H. Lazarus | March 7, 2018
The Delaware Court of Chancery is often called upon to assess whether a plaintiff challenging an interested transaction who fails to make demand on the board to pursue claims based on alleged self-dealing or director interest can overcome the procedural hurdle of a motion to dismiss under Rules 23.1 and 12(b)(6).
Delaware Business Court Insider | News
By Tom McParland | March 6, 2018
The parties to an appraisal of AOL Inc. stock have each filed motions seeking a rehearing of the case, asking a Delaware Court of Chancery judge to reassess the financial inputs that led him to set fair value below the $50-per-share price Verizon Communications Inc. paid to acquire the company.
Delaware Business Court Insider | News
By Tom McParland | March 1, 2018
The Delaware Court of Chancery on Wednesday ordered UnitedHealth Group Inc. to turn over to stockholders a wide range of corporate documents, including information referenced in a whistleblower suit outlining a supposed scheme to overbill Medicare by possibly "billions of dollars."
Delaware Business Court Insider | News
By Tom McParland | February 28, 2018
The Delaware Supreme Court said Tuesday that it plans to reach a decision in April on Elizabeth Elting's challenge to the Delaware Court of Chancery-ordered sale of TransPerfect to her rival on the company's board.
Delaware Business Court Insider | News
By Tom McParland | February 26, 2018
The Delaware Court of Chancery on Feb. 23 said AOL Inc.'s $4.4 billion sale to Verizon Communications Inc. overvalued the once-powerful media technology company by more than $1.30 per share, in another blow to holdout shareholders looking to exercise their appraisal rights in Delaware.
Delaware Business Court Insider | Commentary
By James H. S. Levine and Douglas D. Herrmann | February 22, 2018
Over the past several years, the Delaware Court of Chancery has applied the stockholder ratification defense in challenges to director compensation awards made pursuant to stockholder approved equity incentive plans (EIPs).
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