En Banc Category
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.
Personal Jurisdiction: The Walls Blocking an Appeal to Rationality
Feb. 6, 2019—Richard D. Freer | 72 Vand. L. Rev. En Banc 99 | Personal jurisdiction is a gateway to the judicial system. Without it, a plaintiff cannot vindicate her claims and the community cannot benefit from private enforcement of the law. In 2011, the Supreme Court returned to personal jurisdiction after a twenty-one year hiatus. Over...
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...
Chevron on Stilts: A Response to Jonathan Siegel
Oct. 15, 2018—Chevron-on-Stilts-A-Response-to-Jonathan-Siegel AUTHOR: Philip Hamburger
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 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 || Chancery Court Determines that large “minority blockholder” did not exhibit sufficient indicia of control to defeat application of Corwin. PDF Download Link
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...
Documenting Bankrupted Slaves
May. 22, 2018—Documenting-Bankrupted-Slaves AUTHOR Rafael I. Pardo Robert T. Thompson Professor of Law, Emory University.
Going Private: Climate Action by Businesses and Individuals
May. 9, 2018—Going-Private Reviewed: Michael P. Vandenbergh and Jonathan M. Gilligan, BEYOND POLITICS: THE PRIVATE GOVERNANCE RESPONSE TO CLIMATE CHANGE. Cambridge University Press 2017. AUTHOR Daniel A. Farber Sho Sato Professor of Law, University of California, Berkeley.
Breaking the Binary: How Shifts in Eighth Amendment Jurisprudence Can Help Ensure Safe Housing and Proper Medical Care for Inmates with Gender Dysphoria
Apr. 18, 2018—Breaking-the-Binary ABSTRACT The Eighth Amendment prohibition against imposing cruel and unusual punishments requires correctional facilities to provide their inmates adequate medical care and reasonably safe housing accommodations. Those with gender dysphoria have unique needs and vulnerabilities related to housing and healthcare while incarcerated. Under the current framework for adjudicating inmates’ Eighth Amendment claims, defendants are...
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.