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Delaware Business Court Insider

Derivative Suit Accuses Alphabet Directors of Fostering Workplace Harassment

In a Chancery Court shareholder derivative complaint unsealed this week, four New York-based pension funds said corporate directors had failed to maintain internal controls at Alphabet.
4 minute read

Delaware Business Court Insider

Chancery Enjoins Unfair Merger Orchestrated by Controlling Stockholder Pending Corrective Disclosures

Under Delaware law, majority or controlling stockholders owe fiduciary duties to the company and its minority stockholders. Under certain circumstances, however, a stockholder that owns less than 50 percent of the company's outstanding stock can be deemed a controlling stockholder and therefore subject to the same fiduciary obligations.
7 minute read

Delaware Business Court Insider

Del Supreme Court Rejects Ruling That Stock Price, Not Deal Price, Set Fair Value in Appraisal

The unanimous ruling from the Delaware Supreme Court's five justices came as a resounding repudiation of Laster's handling of the case, which the petitioners Verition Partners Master Fund Ltd. had criticized as a personal reaction to being overruled in the Supreme Court's landmark ruling in the separate appraisal of Dell Inc.
5 minute read

New York Law Journal

Dorsey's New York Office Leader Joins Troutman's Corporate Practice

The move by the longtime Dorsey office head is Troutman's seventh lateral hire in New York in a little over a year.
2 minute read

Delaware Business Court Insider

Del Judge Denies $1.5M in Attorney Fees Sought for Corporate Benefit in Merger Challenge

The Delaware Chancery Court on Wednesday cited the “steadfast opposition” of three New York-based plaintiffs' firms in denying their bid to recover $1.5 million in fees for finding flaws in an unsuccessful challenge to the merger of two major furniture companies.
3 minute read

New York Law Journal

NY Firms Denied $1.5 Million Fee in Merger Challenge

The Delaware Chancery Court on Wednesday cited the “steadfast opposition” of three New York-based plaintiffs' firms in denying their bid to recover $1.5 million in fees for finding flaws in an unsuccessful challenge to the merger of two major furniture companies.
3 minute read

Daily Business Review

Company Forecasts or Projections—Fact or Fantasy? Can They Be Relied Upon?

A forensic accountant or a business valuator is often presented with management's forecast. What degree of reliability can that person place on the forecast for either a valuation of a business or for a determination of lost profit for business damages? That depends.
6 minute read

New York Law Journal

Limitations on Director Access to Company Information

In their Corporate Litigation column, Joseph M. McLaughlin and Shannon K. McGovern discuss recent Delaware Court of Chancery decisions that have offered fine-grained guidance on the governance procedures a company must follow to invoke the adversity exception to directors' access, and the scope of permissible restrictions on access to company information.
11 minute read

Daily Business Review

Relief on Way to US Individuals Owning Stock in Controlled Foreign Corporations

The U.S. Department of the Treasury on March 4, released proposed regulations dealing with the application of the recent U.S. tax reform to U.S. shareholders of a controlled foreign corporation (CFC).
5 minute read

Delaware Business Court Insider

'Glidepath': Guidance for Extra-Contractual Principles in an Earn-Out Context

The Delaware Court of Chancery recently issued an opinion that provides guidance for the application of extra-contractual principles in an earn-out context, further stressing the importance of precise drafting of earn-out provisions.
8 minute read

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