August, 2017
Delaware Court Enjoins Stockholder Vote Pending Corrective Disclosures
Aug. 31, 2017—Delaware Court Enjoins Stockholder Vote Pending Corrective Disclosures ABSTRACT Requires a “complete picture of the facts in one place” before allowing acquiring company stockholder meeting to proceed AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed,...
Delaware Court Grants Pleading-Stage Dismissal of Litigation Challenging Control Stockholder-Led Buyout
Aug. 31, 2017—Delaware Court Grants Pleading-Stage Dismissal of Litigation Challenging Control Stockholder-Led Buyout ABSTRACT Because buyout followed “M&F Framework,” court not troubled by existence of higher third-party offer that was rejected by control stockholders AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a...
Delaware Chancellor Again Invokes Corwin in Granting Directors’ Motion to Dismiss Breach of Fiduciary Duty Claim
Aug. 31, 2017—Delaware-Chancellor-Again-Invokes-Corwin-In-Granting-Directors-Motion-to-Dismiss1 ABSTRACT Discusses potential application of Corwin in the context of allegedly unreasonable deal protections included in merger agreement AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank, Tweed, Hadley & McCloy LLP in New York City...
Delaware Court Refuses to Invoke Corwin to “Cleanse” Alleged Director Misconduct Despite Stockholder Vote Approving Merger
Aug. 31, 2017—Delaware Court Refuses to Invoke Corwin to Cleanse Alleged Director Misconduct ABSTRACT Alleged material omissions in disclosures to stockholders lead court to deny defendant directors’ motion to dismiss; also addresses meaning of “coercion” in Corwin context AUTHOR Robert S. Reder Robert S. Reder, Professor of the Practice of Law at Vanderbilt University Law School, has...