Delaware Corporate Law Bulletins Category
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...
Dell Appraisal: Delaware Supreme Court Rejects Chancery Court Valuation Giving No Weight to Deal Price in Connection with Management-Led LBO
Apr. 29, 2019—Robert S. Reder & Micah N. Bradley | 72 Vand. L. Rev. En Banc 201 | Dell MBO | Reverses Chancery Court valuation that relied exclusively on a discounted cash flow analysis while giving no weight to deal price or stock market trading values | PDF Download Link | Delaware General Corporation Law §262 (“DGCL...
Chancery Court Analyzes MFW’s “Ab Initio” Requirement in Controlling Stockholder Litigation
Feb. 15, 2019—Robert S. Reder & Ashleigh C. Bennett | 72 Vand. L. Rev. En Banc 117 | Olenik v. Lodzinski | Chancery Court Analyzes MFW’s “Ab Initio” Requirement in Controlling Stockholder Litigation | PDF Download Link | Distinguishes exploratory “discussions” from “negotiations” in determining that MFW’s “ab initio” requirement was satisfied.
Chancery Court Declares Corwin is not a “Massive Eraser” for all Fiduciary Wrongdoing
Nov. 2, 2018—Robert S. Reder | 72 Vand. L. Rev. En Banc, 93 | In Re Massey Energy Co. | Chancery Court Declares Corwin is not a “Massive Eraser” for all Fiduciary Wrongdoing | PDF Download Link | Delaware court demands “a far more proximate relationship” between the transaction approved by stockholders and the claims sought to be...
Delaware Supreme Court Once Again Reverses Dismissal of Fiduciary Breach Claims Brought Against Target Company Directors
Oct. 10, 2018—Robert S. Reder | 72 Vand. L. Rev. En Banc 71 | Morrison v. Berry | Delaware Supreme Court Once Again Reverses Dismissal of Fiduciary Breach Claims Brought Against Target Company Directors | PDF Download Link | Corwin defense defeated due to tendering stockholders not being “fully informed” as to founder’s side deal with winning bidder.
Chancery Court Determines That 22.1% Stockholder Controls Corporation, Rendering Corwin Inapplicable
Sep. 20, 2018—Robert S. Reder | 72 Vand. L. Rev. En Banc 61 | Tesla Motors, Inc. Stockholder Litigation | Chancery Court Determines That 22.1% Stockholder Controls Corporation, Rendering Corwin Inapplicable | PDF Download Link | Determines on a “close call” that minority blockholder exhibited sufficient indicia of control to create “inherent coercion”
Chancery Court Finds Corwin</em. Applicable to Merger Transaction Negotiated with 33.5% Stockholder
Sep. 10, 2018—Robert S. Reder | 72 Vand. L. Rev. En Banc 51 | In Re Rouse Properties, Inc. | Chancery Court Finds Corwin Applicable to Merger Transaction Negotiated with 33.5% Stockholder | PDF Link Download | Chancery Court Determines that large “minority blockholder” did not exhibit sufficient indicia of control to defeat application of Corwin.
Chancery Court Holds that Defendant Directors’ Failure to Disclose Material Facts Defeated Application of Corwin, but Nevertheless Dismisses Claims Against Directors Due to Plaintiff’s Failure to Adequately Plead Directorial Breach of Their Duty of Loyalty
Aug. 16, 2018—Robert S. Reder & Elizabeth F. Shore | 72 Vand. L. Rev. En Banc 41 | Van Der Fluit v. Yates | Chancery Court Holds that Defendant Directors’ Failure to Disclose Material Facts Defeated Application of Corwin, but Nevertheless Dismisses Claims Against Directors Due to Plaintiff’s Failure to Adequately Plead Directorial Breach of Their Duty...
Delaware Supreme Court Clarifies Pleading Standard in Post-Closing Damages Action Alleging Breach of “Revlon Duties”
Jul. 31, 2018—Robert S. Reder & Victoria L. Romvary | 72 Vand. L. Rev. En Banc 29 | Kahn v. Stern | Delaware Supreme Court Clarifies Pleading Standard in Post-Closing Damages Action Alleging Breach of “Revlon Duties” | PDF Download Link | But affirms Chancery Court finding that “side deals” for corporate insiders in connection with a...
Chancery Court Again Grants Early Dismissal of Litigation Challenging Control Stockholder-Led Buyout
Jul. 31, 2018—Robert S. Reder | 72 Vand. L. Rev. En Banc 11 | Synutra | Chancery Court Again Grants Early Dismissal of Litigation Challenging Control Stockholder-Led Buyout | PDF Download Link | Chancery Court determines buyout followed “M&F Framework” even though initial offer failed to condition transaction on board committee and disinterested stockholder approval.
Delaware Supreme Court Bars Buyer From Using Narrowly-“Cabined” Working Capital Adjustment To Attack Seller’s Alleged Non-Compliance With GAAP
Jul. 29, 2018—Robert S. Reder & William Pugh | 72 Vand. L. Rev. En Banc 19 | Chicago Bridge v. Westinghouse | Delaware Supreme Court Bars Buyer From Using Narrowly-“Cabined” Working Capital Adjustment To Attack Seller’s Alleged Non- Compliance With GAAP | PDF Download Link | When sellers and buyers successfully negotiate the terms for the sale...
Chancery Court Declines to Apply Corwin to Forclose a Books and Records Inspection Under DGCL Section 220
Jul. 8, 2018—Robert S. Reder & Dylan M. Keegan | 72 Vand. L. Rev. En Banc 1 | Lavin v. West Corp. | Chancery Court Declines to Apply Corwin to Foreclose a Books and Records Inspection Under DGCL §220 | Download Link | Determines, as a matter of law, that Corwin should not preclude a stockholder’s “use...
Delaware Court Summons Corwin to Dismiss Breach of Fiduciary Duty Claim Grounded in Allegations of Director Self-Interest in Connection with Merger
Apr. 4, 2018—Delaware-Court-Summons-Corwin-to-Dismiss-Breach-of-Fiduciary-Duty-Claim-Grounded-in-Allegations-of-Director-Self-Interest-in-Connection-with-Merger AUTHOR 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 since his retirement as a partner in April 2011. Miron Klimkowski Vanderbilt University Law School, JD Candidate, May 2018.
Delaware Court Determines Corwin Not Available to “Cleanse” Alleged Director Misconduct Due to “Structurally Coercive” Stockholder Vote
Apr. 4, 2018—Delaward-Court-Determines-Corwin-Not-Available-to-Cleanse-Alleged-Director-Misconduct-Due-to-Structurally-Coercive-Stockholder-Vote ABSTRACT Stockholder vote structured as a choice between accepting unrelated transactions benefiting a large stockholder or forgoing beneficial M&A transactions judged “structurally coercive” AUTHOR 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...
Delaware Supreme Court Reverses Dismissal of Fiduciary Breach Claims Against Target Company Directors
Apr. 4, 2018—Delaware-Supreme-Court-Reverses-Dismissal-of-Fiduciary-Breach-Claims-Against-Target-Company-Directors ABSTRACT Determines that Corwin did not warrant early dismissal because tendering stockholders were not “fully informed” of the reasons underlying Board Chairman’s abstention AUTHORS 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...
Delaware Supreme Court Refuses to Establish a Presumption Favoring Deal Price in Statutory Appraisal Proceedings
Feb. 19, 2018—Delaware-Supreme-Court-Refuses-to-Establish-a-Presumption-Favoring-Deal-Price-in-Statutory-Appraisal-Proceedings AUTHORS 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 since his retirement as a partner in April 2011. Blake C. Woodward Vanderbilt University Law School, JD Candidate, May 2018; B.A.,...