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Essays

Documenting Bankrupted Slaves

May. 22, 2018—Documenting-Bankrupted-Slaves AUTHOR Rafael I. Pardo Robert T. Thompson Professor of Law, Emory University.

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Ambiguities and Agency Cases: Reflections After (Almost) Ten Years on the Bench

Dec. 20, 2017—Ambiguities and Agency Cases AUTHOR Honorable Raymond M. Kethledge Judge, United States Court of Appeals, Sixth Circuit

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Delaware Chancery Disqualifies Lead Petitioners in Dell Appraisal Who Inadvertently Voted “FOR” Management Buyout

Nov. 11, 2016—Delaware Chancery Disqualifies Lead Petitioners in Dell Appraisal Who Inadvertently Voted “FOR” Management Buyout ABSTRACT Delaware Chancery Disqualifies Lead Petitioners in Dell Appraisal Who Inadvertently Voted “FOR” Management Buyout 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...

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Delaware Court Enjoins “Board Reduction Plan” Aimed at Undermining Threatened Proxy Contest

Oct. 7, 2016—Delaware Court Enjoins “Board Reduction Plan” Aimed at Undermining Threatened Proxy Contest ABSTRACT Explains that enhanced scrutiny, requiring a compelling justification for electoral manipulations, is the appropriate judicial standard of review. AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney at Milbank,...

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Delaware Court Dismisses Duty of Loyalty Claim Against Disinterested, Independent Directors

Sep. 16, 2016—Delaware Court Dismisses Duty of Loyalty Claim Against Disinterested, Independent Directors ABSTRACT Informed Board’s decision to disregard “speculative” valuation methods when recommending a company sale not so egregious as to constitute bad faith. AUTHORS Robert S. Reder Professor of the Practice of Law at Vanderbilt University Law School, has been serving as a consulting attorney...

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Delaware Chancery Court Extends “Cleansing Effect” of Stockholder Approval Under KKR to Two-Step Acquisition Structure

Jul. 21, 2016—Delaware Chancery Court Extends “Cleansing Effect” of Stockholder Approval Under KKR to Two-Step Acquisition Structure ABSTRACT Court finds stockholder tender of majority shares in first step of DGCL §251(h) merger equivalent to stockholder vote in one-step merger. Dismisses breach of fiduciary duty claim against target board and related aiding and abetting claim against its financial...

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Delaware Supreme Court Clarifies “Cleansing Effect” of Fully-Informed Stockholder Vote

Jul. 13, 2016—Delaware Supreme Court Clarifies “Cleansing Effect” of Fully-Informed Stockholder Vote ABSTRACT Court also explains that: (i) Good faith reliance by corporate directors does not absolve M&A advisors from potential aiding and abetting liability; and (ii) Scienter is the standard for establishing aiding and abetting liability. AUTHOR Robert S. Reder Professor of the Practice of Law...

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Delaware Court Addresses Entrenchment Claims Brought Against Directors Under Activist Hedge Fund Attack

Jun. 19, 2016—Delware Court Addressess Entrenchment Claims Brought Against Directors Under Activist Hedge Fund Attack ABSTRACT Chancery Court finds terms of settlement with hedge fund not subject to Unocal enhanced scrutiny review. But refuses to dismiss fiduciary claims arising from defensive bylaw amendments adopted post-settlement. AUTHOR Robert S. Reder Professor of the Practice of Law at Vanderbilt...

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Delaware Court Invalidates Commonly-Used Corporate Classified Board Provision as Contrary to Delaware Law

Apr. 15, 2016—Delaware Court Invalidates Commonly-Used Corporate Classified Board Provision as Contrary to Delaware Law 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....

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Delaware Court Refuses to Dismiss Aiding and Abetting Claim Against Sell-Side M&A Financial Advisor

Apr. 15, 2016—Delaware Court Refuses to Dismiss Aiding and Abetting Claim Against Sell-Side M&A Financial Advisor 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...

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Statistical Testing of Peremptory Challenge Data for Possible Discrimination: Application to Foster v. Chatman

Mar. 16, 2016—Statistical Testing of Peremptory Challenge Data for Possible Discrimination: Application to Foster v. Chatman AUTHOR Professor of Statistics and Economics, George Washington University. It is a pleasure to thank Ms. Lihui Cai, Prof. Edward Cheng, and the Editors of Vanderbilt Law Review En Banc for carefully reviewing a draft of the manuscript and making several...

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Delaware Chancery Court Resets the Rules of the Road for Disclosure-Only Settlements

Mar. 14, 2016—Delaware Chancery Court Resets the Rules of the Road for Disclosure-Only Settlements 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. Lauren Messonnier Meyers...

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Delaware Supreme Court Upholds Multi-Million Dollar Damages Award Against Sell-Side M&A Advisor

Mar. 14, 2016—Delaware Supreme Court Upholds Multi-Million Dollar Damages Award Against Sell-Side M&A Advisor 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. Margaret...

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Delaware Supreme Court Affirms Pleading-Stage Dismissal of Control Stockholder Buyout Litigation

Feb. 11, 2016—Delaware Supreme Court Affirms Pleading-Stage Dismissal of Control Stockholder Buyout Litigation 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. Lauren Messonnier Meyers...

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Sell-Side Financial Advisors in the M&A Crosshairs

Dec. 6, 2015—Sell-Side Financial Advisors in the M&A Crosshairs 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. Stephanie Stroup Estey Vanderbilt University Law...

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Delaware Supreme Court Rejects Piecemeal Approach to Analyzing Director Independence

Dec. 1, 2015—Delaware Supreme Court Rejects Piecemeal Approach to Analyzing Director Independence 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. Lauren Messonnier Meyers...

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