Condition transactions on certain votes to protect against minority shareholder claims

by The Delaware Counsel Group, LLC | Nov 19, 2015 | Law Updates, LU15

Swomley v. Schlecht, et. al., C.A. No. 9355-VCL (November 19, 2015) The Delaware Supreme Court confirmed that a minority-shareholder’s challenge to a “going private” transaction will be reviewed under the business judgment standard rather than the more demanding...

Defective Acts Taken By Former Directors and Stockholders May be Ratified By Action of the Current Directors and Stockholders

by The Delaware Counsel Group, LLC | Oct 22, 2015 | Law Updates, LU15

In Re Numoda Corporation Consol., C.A. No. 9163-VCN (October 22, 2015) The Delaware Supreme Court recently upheld an order of the Court of Chancery that clarified the capital structure of the corporation at issue.  The decision is the result of “one of the first uses...

An Informed Uncoerced Shareholder Vote Triggers the Business Judgment Rule

by The Delaware Counsel Group, LLC | Oct 2, 2015 | Law Updates, LU15

Corwin et. al. v. KKR Financial Holdings LLC Consol., C.A. No. 9210-CB (October 2, 2015)The Delaware Supreme Court recently clarified several points of Delaware law when it affirmed the dismissal of a lawsuit challenging the entire fairness of an acquisition. The...

If You Want to Provide Former Corporate Officials with the Right to be Advanced Expenses, Provide for it in the Corporation’s Certificate of Incorporation or Bylaws

by The Delaware Counsel Group, LLC | Aug 31, 2015 | Law Updates, LU15

Charney v. American Apparel, Inc., C.A. No. 11098-CB (September 11, 2015) Lieberman v. Electrolytic Ozone Inc., C.A. No. 10152-VCN (August 31, 2015) The Court of Chancery denied advancement to former officers and directors of two Delaware corporations.  These cases...

A stockholder owning well less than a majority of stock can be found to be a controlling stockholder if the person or entity exercises significant decisional control over the company

by The Delaware Counsel Group, LLC | Nov 26, 2014 | Law Updates, LU14

In Re Zhongpin Inc. Consolidated Stockholders Litigation, C.A. No. 7393-VCN (Novemeber 26, 2014)The Court denied a motion to dismiss brought against the individual members of the board of a Chinese company. Plaintiffs, the public stockholders, alleged that the process...

No post-merger obligation can be imposed on stockholders that interferes with their ability to determine the amount of the merger consideration

by The Delaware Counsel Group, LLC | Nov 26, 2014 | Law Updates, LU14

Cigna Health and Life Insurance Company v. Audax Health Solutions, Inc., C.A. No. 9405-VCP (November 26, 2014) The plaintiff’s motion for judgment on the pleadings was granted in part and denied in part. The plaintiff challenged a number of conditions imposed on their...