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Chancery Court Applies M&F Framework to Transactions in Which Controlling Stockholders Allegedly Received “Unique Benefits”

May. 9, 2019—Robert S. Reder & Elizabeth F. Shore | 72 Vand. L. Rev. En Banc 221 | MFW Trio | Chancery Court Applies M&F Framework to Transactions in Which Controlling Stockholders Allegedly Received “Unique Benefits” | PDF Download Link | Three recent Chancery Court decisions focus on circumstances in which controlling stockholders, each alleged to have...

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Chancery Court Finds that Adverse Directors Not Entitled to Privileged Board Communications Concerning a Potential Merger

May. 9, 2019—Robert S. Reder & Katie Clemmons | 72 Vand. L. Rev. En Banc 249 | CBS Litigation | Chancery Court Finds that Adverse Directors Not Entitled to Privileged Board Communications Concerning a Potential Merger | PDF Download Link | Chancellor Andre G. Bouchard’s letter ruling in CBS Litigation provides a useful analysis how a board...

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Chancery Court Finds Corwin Applicable to Third-Party Buyout of a Company Controlled by a Large Stockholder

May. 9, 2019—Robert S. Reder | 72 Vand. L. Rev. En Banc 213 | English v. Narang | Chancery Court Finds Corwin Applicable to Third-Party Buyout of a Company Controlled by a Large Stockholder | PDF Download Link | The Chancery Court again considered the availability of a Corwin defense in connection with a third-party buyout of...

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Delaware Supreme Court Explores Application of MFW’s “Ab Initio” Requirement in Controlling Stockholder-Related Litigation

May. 9, 2019—Robert S. Reder | 72 Vand. L. Rev. En Banc 237 | Synutra and Olenik Appeals | Refusing to draw a bright-line, the Court focuses on the point at which “substantive economic negotiations” begin in determining whether failure to include MFW’s dual procedural protections in the initial offer may not be fatal to pleading-stage dismissal...

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Delaware Chancery Court Rejects Federal Forum Selection Clause for Securities Act Claims

May. 3, 2019—Robert S. Reder & Jóna N. Mays | 72 Vand. L. Rev. En Banc 183 | Sciabacucchi | Citing Boilermakers ruling, court distinguishes between internal and external claims | PDF Download Link | Vice Chancellor J. Travis Laster granted summary judgment to a plaintiff who attacked three such forum selection clauses, opinion that “[t]he constitutive...

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Towards Optimal Enforcement

Apr. 2, 2019—Kent Barnett | 72 Vand. L. Rev. En Banc 127 | Enforcing federal law seems simple enough. Federal agencies, which exist for exactly this purpose, enforce by identifying violations of a particular federal statutory scheme and accompanying regulations. But complications quickly arise. How should agencies enforce—by initiating judicial proceedings, by enacting rules or guidance to...

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